Unassociated Document


    


     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

     

    CITIMORTGAGE,
      INC.

    Master
      Servicer and Trust Administrator

     

    CITIBANK,
      N.A.

    Paying
      Agent, Certificate Registrar and Authenticating Agent

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    Trustee

     

    _________________________________________

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of October 1, 2007

    _________________________________________

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-10

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    


    
      	
               

              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 Seller or the
                Depositor.

            
	
              SECTION
                2.04

            	
              Reserved.

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Master Servicer.

            
	
              SECTION
                2.06

            	
              Issuance
                of the Certificates.

            
	
              SECTION
                2.07

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

            
	
              SECTION
                2.08

            	
              Execution
                of Swap Agreement by the Grantor Trust Trustee.

            
	
              SECTION
                2.09

            	
              Grantor
                Trust Designations.

            
	
               

              ARTICLE
                III

               

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3.01

            	
              Master
                Servicer to Act as Master Servicer.

            
	
              SECTION
                3.02

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

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Master 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 Trustee.

            
	
              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

            	
              Maintenance
                of the Primary Mortgage Insurance Policies; Collections
                Thereunder.

            
	
              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 Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              Obligations
                of the Master Servicer in Respect of Monthly Payments.

            
	
              SECTION
                3.26

            	
              Floater
                Cap Carryover Reserve Account.

            
	
               

              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

            	
              Commission
                Reporting.

            
	
              SECTION
                4.07

            	
              Distributions
                and Allocations of Realized Losses on the REMIC Regular
                Interests.

            
	
              SECTION
                4.08

            	
              Grantor
                Trust Reporting.

            
	
              SECTION
                4.09

            	
              Reserved.

            
	
              SECTION
                4.10

            	
              Swap
                Agreement; Establishment of Swap Account and Grantor
                Trust.

            
	
              SECTION
                4.11

            	
              Swap
                Credit Support Annex.

            
	
              SECTION
                4.12

            	
              Distributions
                from Grantor Trust.

            
	
               

              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 MASTER SERVICER

               

            
	
              SECTION
                6.01

            	
              Liability
                of the Depositor and the Master Servicer.

            
	
              SECTION
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            
	
              SECTION
                6.03

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

            
	
              SECTION
                6.04

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              SECTION
                6.05

            	
              Rights
                of the Depositor in Respect of the Master Servicer.

            
	
              SECTION
                6.06

            	
              Reserved.

            
	
              SECTION
                6.07

            	
              Reserved.

            
	
              SECTION
                6.08

            	
              Reserved.

            
	
               

              ARTICLE
                VII

               

              DEFAULT

               

            
	
              SECTION
                7.01

            	
              Master
                Servicer Events of Default.

            
	
              SECTION
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              SECTION
                7.03

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.04

            	
              Waiver
                of Master Servicer Events of Default.

            
	
               

              ARTICLE
                VIII

               

              CONCERNING
                THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
                REGISTRAR AND THE AUTHENTICATING AGENT

               

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee, Trust Administrator and Others.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee, the Trust Administrator and
                Others.

            
	
              SECTION
                8.03

            	
              Trustee,
                Trust Administrator and Others not Liable for Certificates or Mortgage
                Loans.

            
	
              SECTION
                8.04

            	
              Trustee,
                Trust Administrator and Others May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trustee’s,
                Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
                Registrar’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

            	
              Appointment
                and Removal of Paying Agent, Authenticating Agent and Certificate
                Registrar.

            
	
              SECTION
                8.15

            	
              No
                Trustee Liability for Actions or Inactions of
                Custodian.

            
	
               

              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

            	
              Master
                Servicer 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

            	
              Intention
                of the Parties and Interpretation.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBITS

     

    
      	
              Exhibit

            	
              A-1

            	
              Form
                of Class 1A1A Certificate

            
	
              Exhibit

            	
              A-2

            	
              Form
                of Class 1A1B Certificate

            
	
              Exhibit

            	
              A-3

            	
              Form
                of Class 1B1 Certificate

            
	
              Exhibit

            	
              A-4

            	
              Form
                of Class 1B2 Certificate

            
	
              Exhibit

            	
              A-5

            	
              Form
                of Class 1B3 Certificate

            
	
              Exhibit

            	
              A-6

            	
              Form
                of Class 1B4 Certificate

            
	
              Exhibit

            	
              A-7

            	
              Form
                of Class 1B5 Certificate

            
	
              Exhibit

            	
              A-8

            	
              Form
                of Class 1B6 Certificate

            
	
              Exhibit

            	
              A-9

            	
              Form
                of Class 1R Certificate

            
	
              Exhibit

            	
              A-10

            	
              Form
                of Class 2A1A Certificate

            
	
              Exhibit

            	
              A-11

            	
              Form
                of Class 22AA Certificate

            
	
              Exhibit

            	
              A-12

            	
              Form
                of Class 2A2A Certificate

            
	
              Exhibit

            	
              A-13

            	
              Form
                of Class 2A2B Certificate

            
	
              Exhibit

            	
              A-14

            	
              Form
                of Class 212B Certificate

            
	
              Exhibit

            	
              A-15

            	
              Form
                of Class 2A2IO Certificate

            
	
              Exhibit

            	
              A-16

            	
              Form
                of Class 2A3A Certificate

            
	
              Exhibit

            	
              A-17

            	
              Form
                of Class 2A3B Certificate

            
	
              Exhibit

            	
              A-18

            	
              Form
                of Class 2A3IO Certificate

            
	
              Exhibit

            	
              A-19

            	
              Form
                of Class 2A4A Certificate

            
	
              Exhibit

            	
              A-20

            	
              Form
                of Class 2A4B Certificate

            
	
              Exhibit

            	
              A-21

            	
              Form
                of Class 2A5A Certificate

            
	
              Exhibit

            	
              A-22

            	
              Form
                of Class 2A5B Certificate

            
	
              Exhibit

            	
              A-23

            	
              Form
                of Class 2B1 Certificate

            
	
              Exhibit

            	
              A-24

            	
              Form
                of Class 2B2 Certificate

            
	
              Exhibit

            	
              A-25

            	
              Form
                of Class 2B3 Certificate

            
	
              Exhibit

            	
              A-26

            	
              Form
                of Class 2B4 Certificate

            
	
              Exhibit

            	
              A-27

            	
              Form
                of Class 2B5 Certificate

            
	
              Exhibit

            	
              A-28

            	
              Form
                of Class 2B6 Certificate

            
	
              Exhibit

            	
              A-29

            	
              Form
                of Class 2R Certificate

            
	
              Exhibit

            	
              A-30

            	
              Form
                of Class 31AA Certificate

            
	
              Exhibit

            	
              A-31

            	
              Form
                of Class 3A1A Certificate

            
	
              Exhibit

            	
              A-32

            	
              Form
                of Class 3A1B Certificate

            
	
              Exhibit

            	
              A-33

            	
              Form
                of Class 3A1C Certificate

            
	
              Exhibit

            	
              A-34

            	
              Form
                of Class 31AB Certificate

            
	
              Exhibit

            	
              A-35

            	
              Form
                of Class 3A1IO Certificate

            
	
              Exhibit

            	
              A-36

            	
              Form
                of Class 3A2A Certificate

            
	
              Exhibit

            	
              A-37

            	
              Form
                of Class 3A2B Certificate

            
	
              Exhibit

            	
              A-38

            	
              Form
                of Class 3A3A Certificate

            
	
              Exhibit

            	
              A-39

            	
              Form
                of Class 3A3B Certificate

            
	
              Exhibit

            	
              A-40

            	
              Form
                of Class 3B1 Certificate

            
	
              Exhibit

            	
              A-41

            	
              Form
                of Class 3B2 Certificate

            
	
              Exhibit

            	
              A-42

            	
              Form
                of Class 3B3 Certificate

            
	
              Exhibit

            	
              A-43

            	
              Form
                of Class 3B4 Certificate

            
	
              Exhibit

            	
              A-44

            	
              Form
                of Class 3B5 Certificate

            
	
              Exhibit

            	
              A-45

            	
              Form
                of Class 3B6 Certificate

            
	
              Exhibit

            	
              A-46

            	
              Form
                of Class 3P Certificate

            
	
              Exhibit

            	
              A-47

            	
              Form
                of Class 3R 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 Mortgage Loan Purchase 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

            	
              Form
                of Master Servicer Certification

            
	
              Exhibit

            	
              I

            	
              Form
                of Back-up Certification

            
	
              Exhibit

            	
              J

            	
              Form
                of Swap Agreement

            
	 	 	 
	
              Schedule

            	
              1

            	
              Mortgage
                Loan Schedule

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Pooling and Servicing Agreement, is dated and effective as of October 1, 2007,
      among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC.,
      as
      Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent,
      Certificate Registrar and Authenticating Agent 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 (i) a segregated pool of assets comprised of the
      Mortgage Loans and certain other related assets subject to this Agreement and
      (ii) the Swap Agreement and the proceeds thereof, which will be treated as
      a
      grantor trust under subpart E of Part I of subchapter J of the Code and that
      the
      beneficial interests therein will be represented by the Group 3 Floating Rate
      Certificates.

     

    REMIC
      I

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Group 1 Mortgage Loans and certain other related
      assets subject to this Agreement as a REMIC (as defined herein) for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC I”. The Class 1R Certificates 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 Pass-Through
      Rate, the initial Certificate Principal Balance and, for purposes of satisfying
      Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for each of the Classes of Certificates that evidence “regular interests”
or “residual interests” in REMIC I.

     

    
      	
               

              Designation

            	 	
               

              Pass-Through

              Rate

            	 	
               

              Initial
                Certificate Principal Balance

            	 	
               

              Latest
                Possible

              Maturity
                Date(1)

            


    

    
      	
              Class
                1A1A

            	 	
              Variable
                (2)

            	 	
              $

            	
              190,071,000.00

            	 	
              May
                2037

            
	
              Class
                1A1B

            	 	
              Variable
                (3)

            	 	
              $

            	
              11,169,000.00

            	 	
              May
                2037

            
	
              Class
                1B1

            	 	
              Variable
                (2)

            	 	
              $

            	
              2,378,000.00

            	 	
              May
                2037

            
	
              Class
                1B2

            	 	
              Variable
                (2)

            	 	
              $

            	
              1,241,000.00

            	 	
              May
                2037

            
	
              Class
                1B3

            	 	
              Variable
                (2)

            	 	
              $

            	
              517,000.00

            	 	
              May
                2037

            
	
              Class
                1B4

            	 	
              Variable
                (2)

            	 	
              $

            	
              931,000.00

            	 	
              May
                2037

            
	
              Class
                1B5

            	 	
              Variable
                (2)

            	 	
              $

            	
              310,000.00

            	 	
              May
                2037

            
	
              Class
                1B6

            	 	
              Variable
                (2)

            	 	
              $

            	
              207,370.00

            	 	
              May
                2037

            
	
              Class
                1R

            	 	
              Variable
                (2)

            	 	
              $

            	
              100.37

            	 	
              May
                2037

            


    

    


     

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the month of the maturity
                date
                for the Group 1 Mortgage Loan with the latest maturity date has been
                designated as the “latest possible maturity date” for each Class of Group
                1 Certificates.

            


    

     

     

    
      	
              (2)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    REMIC
      II-A

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Group 2 Mortgage Loans and certain other related
      assets subject to this Agreement as a REMIC (as defined herein) for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC II-A”. The Class R-IIA Residual Interest will be the sole class of
“residual interests” in REMIC II-A for purposes of the REMIC Provisions (as
      defined herein). The following table irrevocably sets forth the designation,
      the
      REMIC II-A 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-A Regular Interests (as defined
      herein). None of the REMIC II-A Regular Interests will be
      certificated.

     

    
      	
              Designation

            	 	
              REMIC
                II-A Remittance Rate

            	 	
              Initial
                Uncertificated Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              LT-1A

            	 	
              (2)

            	 	 	
              $25,568.38

            	 	
              October
                2037

            
	
              LT-1B

            	 	
              (2)

            	 	 	
              $567,368.38

            	 	
              October
                2037

            
	
              LT-2A

            	 	
              (2)

            	 	 	
              $2,392,301.63

            	 	
              October
                2037

            
	
              LT-2B

            	 	
              (2)

            	 	 	
              $53,162,501.63

            	 	
              October
                2037

            
	
              LT-3A

            	 	
              (2)

            	 	 	
              $134,425.78

            	 	
              October
                2037

            
	
              LT-3B

            	 	
              (2)

            	 	 	
              $2,987,225.78

            	 	
              October
                2037

            
	
              LT-4A

            	 	
              (2)

            	 	 	
              $170,213.05

            	 	
              October
                2037

            
	
              LT-4B

            	 	
              (2)

            	 	 	
              $3,781,423.05

            	 	
              October
                2037

            
	
              LT-5A

            	 	
              (2)

            	 	 	
              $157,030.41

            	 	
              October
                2037

            
	
              LT-5B

            	 	
              (2)

            	 	 	
              $3,489,530.41

            	 	
              October
                2037

            
	
              LT-ZZ

            	 	
              (2)

            	 	 	
              $573,012,803.53

            	 	
              October
                2037

            
	
              LT-R

            	 	
              (2)

            	 	 	
              $100.33

            	 	
              October
                2037

            


    

    


     

    
      	
              (1)

            	
              
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date in the month following the month of the maturity
                  date
                  for the Group 1 Mortgage Loan with the latest maturity date has
                  been
                  designated as the “latest possible maturity date” for each Class of Group
                  1 Certificates.

              

            


    

     

     

    
      	
              (2)

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

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    REMIC
      II-B

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC II-A Regular Interests subject to this
      Agreement as a REMIC (as defined herein) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC II-B”. The Class
      R-IIB Residual Interest will be the sole class of “residual interests” in REMIC
      II-B for purposes of the REMIC Provisions (as defined herein). The following
      table irrevocably sets forth the designation, the REMIC II-B 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-B Regular Interests (as defined herein).  None of
      the REMIC II-B Regular Interests will be certificated.

     

    
      	
               

              Designation

            	 	
               

              REMIC
                II-B Remittance Rate(2)

            	
               

            	
              Initial
                Uncertificated Balance 

            	 	
               

              Latest
                Possible Maturity Date(1)

            
	
              LT2A1A

            	 	
              Variable

            	 	
              $5,162,000.00

            	 	 	
              October
                2037

            
	
              LT22AA

            	 	
              Variable

            	 	
              $377,958,000.00

            	 	 	
              October
                2037

            
	
              LT2A2A

            	 	
              Variable

            	 	
              $100,000,000.00

            	 	 	
              October
                2037

            
	
              LT2A2B

            	 	
              Variable

            	 	
              $5,820,000.00

            	 	 	
              October
                2037

            
	
              LT212B(1)

            	 	
              Variable

            	 	
              $256,000.00

            	 	 	
              October
                2037

            
	
              LT22AB(2)

            	 	
              Variable

            	 	
              $23,924,000.00

            	 	 	
              October
                2037

            
	
              LT2A3A

            	 	
              Variable

            	 	
              $27,183,000.00

            	 	 	
              October
                2037

            
	
              LT2A3B

            	 	
              Variable

            	 	
              $1,345,000.00

            	 	 	
              October
                2037

            
	
              LT2A4A

            	 	
              Variable

            	 	
              $34,409,000.00

            	 	 	
              October
                2037

            
	
              LT2A4B

            	 	
              Variable

            	 	
              $1,703,000.00

            	 	 	
              October
                2037

            
	
              LT2A5A

            	 	
              Variable

            	 	
              $31,754,000.00

            	 	 	
              October
                2037

            
	
              LT2A5B

            	 	
              Variable

            	 	
              $1,571,000.00

            	 	 	
              October
                2037

            
	
              LT2-B1

            	 	
              Variable

            	 	
              $100.33

            	 	 	
              October
                2037

            
	
              LT2-B2

            	 	
              Variable

            	 	
              $11,838,000.00

            	 	 	
              October
                2037

            
	
              LT2-B3

            	 	
              Variable

            	 	
              $5,439,000.00

            	 	 	
              October
                2037

            
	
              LT2-B4

            	 	
              Variable

            	 	
              $2,560,000.00

            	 	 	
              October
                2037

            
	
              LT2-B5

            	 	
              Variable

            	 	
              $5,119,000.00

            	 	 	
              October
                2037

            
	
              LT2-B6

            	 	
              Variable

            	 	
              $1,599,000.00

            	 	 	
              October
                2037

            
	
              LT2-R

            	 	
              Variable

            	 	
              $2,240,392.00

            	 	 	
              October
                2037

            


    

    


     

    (1)           For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month following the month of the maturity date for
      the
      Group 2 Mortgage Loan with the latest maturity date has been designated as
      the
“latest possible maturity date” for each Class of Group 2
      Certificates.

     

    (2)           Calculated
      in accordance with the definition of “REMIC II-B Remittance Rate”
herein.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    REMIC
      II-C

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC II-B Regular Interests subject to this
      Agreement as a REMIC (as defined herein) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC II-C”. The Class
      R-IIC Residual Interest will be the sole class of “residual interests” in REMIC
      II-C for purposes of the REMIC Provisions (as defined herein). The following
      table irrevocably sets forth the designation, the Pass-Through Rate, the Initial
      Certificate Principal Balance or Component Principal Balance and, for purposes
      of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for each of the Classes of Certificates or Components
      thereof that evidence “regular interests” or “residual interests” in REMIC
      II-C.

     

    
      	
               

              Designation

            	 	
               

              Pass-Through
                Rate(2)

            	
               

            	
              Initial
                Certificate Principal Balance or 
Component Principal
                Balance 

            	 	
               

              Latest
                Possible Maturity Date(1)

            
	
              Class
                2A1A

            	 	
              Variable

            	 	
              $5,162,000.00

            	 	 	
              October
                2037

            
	
              Class
                22AA

            	 	
              Variable

            	 	
              $377,958,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A2A

            	 	
              Variable

            	 	
              $100,000,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A2B

            	 	
              Variable

            	 	
              $5,820,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A2IO

            	 	
              Variable

            	 	
              (3)

            	 	 	
              October
                2037

            
	
              Class
                2A3A

            	 	
              Variable

            	 	
              $256,000.00

            	 	 	
              October
                2037

            
	
              2A1B
                Component

            	 	
              Variable

            	 	
              $23,924,000.00

            	 	 	
              October
                2037

            
	
              22AB
                Component

            	 	
              Variable

            	 	
              $27,183,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A3B

            	 	
              Variable

            	 	
              $1,345,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A3IO

            	 	
              Variable

            	 	
              (3)

            	 	 	
              October
                2037

            
	
              Class
                2A4A

            	 	
              Variable

            	 	
              $34,409,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A4B

            	 	
              Variable

            	 	
              $1,703,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A5A

            	 	
              Variable

            	 	
              $31,754,000.00

            	 	 	
              October
                2037

            
	
              Class
                2A5B

            	 	
              Variable

            	 	
              $1,571,000.00

            	 	 	
              October
                2037

            
	
              Class
                2B1

            	 	
              Variable

            	 	
              $11,838,000.00

            	 	 	
              October
                2037

            
	
              Class
                2B2

            	 	
              Variable

            	 	
              $5,439,000.00

            	 	 	
              October
                2037

            
	
              Class
                2B3

            	 	
              Variable

            	 	
              $2,560,000.00

            	 	 	
              October
                2037

            
	
              Class
                2B4

            	 	
              Variable

            	 	
              $5,119,000.00

            	 	 	
              October
                2037

            
	
              Class
                2B5

            	 	
              Variable

            	 	
              $1,599,000.00

            	 	 	
              October
                2037

            
	
              Class
                2B6

            	 	
              Variable

            	 	
              $2,240,392.00

            	 	 	
              October
                2037

            
	
              Class
                2R

            	 	
              Variable

            	 	
              $100.33

            	 	 	
              October
                2037

            


    

    


     

    (1)           For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month following the month of the maturity date for
      the
      Group 2 Mortgage Loan with the latest maturity date has been designated as
      the
“latest possible maturity date” for each Class of Group 2
      Certificates.

     

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

     

    (3)           This
      Class of Certificates is an Interest Only Certificate and will not have a
      Certificate Principal Balance. This Certificate will accrue interest on the
      Notional Amount thereof.  The Notional Amount of this Class of
      Certificates will be calculated for each Distribution Date as set forth
      herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    REMIC
      III-A

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Group 3 Mortgage Loans (exclusive of the Floater
      Cap
      Carryover Reserve Account, the Swap Agreement, the Swap Account and the Grantor
      Trust) and certain other related assets subject to this Agreement as a REMIC
      (as
      defined herein) for federal income tax purposes, and such segregated pool of
      assets will be designated as “REMIC III-A”. The Class R-IIIA Residual Interest
      will be the sole class of “residual interests” in REMIC III-A for purposes of
      the REMIC Provisions (as defined herein). The following table irrevocably sets
      forth the designation, the REMIC III-A 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-A Regular Interests (as defined herein). None of the REMIC III-A
      Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              REMIC
                III-A Remittance Rate

            	 	
              Initial
                Uncertificated Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              LT-1A

            	 	
              (2)

            	 	 	
              $2,683,656.53

            	 	
              October
                2037

            
	
              LT-1B

            	 	
              (2)

            	 	 	
              $24,734,156.53

            	 	
              October
                2037

            
	
              LT-2A

            	 	
              (2)

            	 	 	
              $121,196.67

            	 	
              October
                2037

            
	
              LT-2B

            	 	
              (2)

            	 	 	
              $1,116,796.67

            	 	
              October
                2037

            
	
              LT-3A

            	 	
              (2)

            	 	 	
              $392,435.61

            	 	
              October
                2037

            
	
              LT-3B

            	 	
              (2)

            	 	 	
              $3,616,455.56

            	 	
              October
                2037

            
	
              LT-ZZ

            	 	
              (2)

            	 	 	
              $262,009,190.45

            	 	
              October
                2037

            
	
              LT-P

            	 	
              (2)

            	 	 	
              $100.00

            	 	
              October
                2037

            
	
              LT-R

            	 	
              (2)

            	 	 	
              $99.51

            	 	
              October
                2037

            


    

    


     

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the month of the maturity
                date
                for the Group 3 Mortgage Loan with the latest maturity date has been
                designated as the “latest possible maturity date” for each REMIC III-A
                Regular Interest.

            


    

     

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC III-A Remittance Rate”
                herein.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    REMIC
      III-B

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC III-A Regular Interests subject to this
      Agreement as a REMIC (as defined herein) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC III-B”. The Class
      R-IIIB Residual Interest will be the sole class of “residual interests” in REMIC
      III-B for purposes of the REMIC Provisions (as defined herein). The following
      table irrevocably sets forth the designation, REMIC III-B 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-B Regular Interests (as defined herein).  None
      of the REMIC III-B Regular Interests will be certificated.

     

    
      	
               

              Designation

            	 	
               

              REMIC
                III-B 
Remittance Rate(2)

            	
               

            	 	
              Initial
                Uncertificated Balance 

            	 	
               

              Latest
                Possible Maturity Date(1)

            
	
              LT31AA

            	 	
              Variable

            	 	 	
              $25,000,000.00

            	 	 	
              October
                2037

            
	
              LT3A1A

            	 	
              Variable

            	 	 	
              $118,475,000.00

            	 	 	
              October
                2037

            
	
              LT3A1B

            	 	
              Variable

            	 	 	
              $32,310,000.00

            	 	 	
              October
                2037

            
	
              LT3A1C

            	 	
              Variable

            	 	 	
              $17,883,000.00

            	 	 	
              October
                2037

            
	
              LT31AB

            	 	
              Variable

            	 	 	
              $26,837,000.00

            	 	 	
              October
                2037

            
	
              LT3A2A

            	 	
              Variable

            	 	 	
              $8,744,000.00

            	 	 	
              October
                2037

            
	
              LT3A2B

            	 	
              Variable

            	 	 	
              $1,212,000.00

            	 	 	
              October
                2037

            
	
              LT3A3A

            	 	
              Variable

            	 	 	
              $28,315,000.00

            	 	 	
              October
                2037

            
	
              LT3A3B

            	 	
              Variable

            	 	 	
              $3,925,000.00

            	 	 	
              October
                2037

            
	
              LT3B1

            	 	
              Variable

            	 	 	
              $18,712,000.00

            	 	 	
              October
                2037

            
	
              LT3B2

            	 	
              Variable

            	 	 	
              $3,242,000.00

            	 	 	
              October
                2037

            
	
              LT3B3

            	 	
              Variable

            	 	 	
              $1,768,000.00

            	 	 	
              October
                2037

            
	
              LT3B4

            	 	
              Variable

            	 	 	
              $2,504,000.00

            	 	 	
              October
                2037

            
	
              LT3B5

            	 	
              Variable

            	 	 	
              $2,652,000.00

            	 	 	
              October
                2037

            
	
              LT3B6

            	 	
              Variable

            	 	 	
              $3,094,888.00

            	 	 	
              October
                2037

            
	
              LT3P

            	 	
              Variable

            	 	 	
              $100.00

            	 	 	
              October
                2037

            
	
              LT3R

            	 	
              Variable

            	 	 	
              $99.51

            	 	 	
              October
                2037

            


    

    


     

    (1)           For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month following the month of the maturity date for
      the
      Group 3 Mortgage Loan with the latest maturity date has been designated as
      the
“latest possible maturity date” for each Class of Group 3
      Certificates.

     

    (2)           Calculated
      in accordance with the definition of “REMIC III-B Remittance Rate”
herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    REMIC
      III-C

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC III-B Regular Interests subject to this
      Agreement as a REMIC (as defined herein) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC III-C”. The Class
      R-IIIC Residual Interest will be the sole class of “residual interests” in REMIC
      III-C for purposes of the REMIC Provisions (as defined herein). The following
      table irrevocably sets forth the designation, the Pass-Through Rate, the Initial
      Certificate Principal Balance and, for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      each of the Classes of Certificates or Underlying Interests that evidence
“regular interests” or “residual interests” in REMIC III-C.

     

    
      	
               

              Designation

            	 	
               

              Pass-Through
                Rate(2)

            	
               

            	
              Initial
                Certificate Principal Balance 

            	 	
               

              Latest
                Possible Maturity Date(1)

            
	
              Class
                31AA Underlying Interest

            	 	
              Variable

            	 	
              $25,000,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A1A Underlying Interest

            	 	
              Variable

            	 	
              $118,475,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A1B Underlying Interest

            	 	
              Variable

            	 	
              $32,310,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A1C Underlying Interest

            	 	
              Variable

            	 	
              $17,883,000.00

            	 	 	
              October
                2037

            
	
              Class
                31AB Underlying Interest

            	 	
              Variable

            	 	
              $26,837,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A1IO

            	 	
              Variable

            	 	
              (3)

            	 	 	
              October
                2037

            
	
              Class
                3A2A

            	 	
              Variable

            	 	
              $8,744,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A2B

            	 	
              Variable

            	 	
              $1,212,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A3A

            	 	
              Variable

            	 	
              $28,315,000.00

            	 	 	
              October
                2037

            
	
              Class
                3A3B

            	 	
              Variable

            	 	
              $3,925,000.00

            	 	 	
              October
                2037

            
	
              Class
                3B1

            	 	
              Variable

            	 	
              $18,712,000.00

            	 	 	
              October
                2037

            
	
              Class
                3B2

            	 	
              Variable

            	 	
              $3,242,000.00

            	 	 	
              October
                2037

            
	
              Class
                3B3

            	 	
              Variable

            	 	
              $1,768,000.00

            	 	 	
              October
                2037

            
	
              Class
                3B4

            	 	
              Variable

            	 	
              $2,504,000.00

            	 	 	
              October
                2037

            
	
              Class
                3B5

            	 	
              Variable

            	 	
              $2,652,000.00

            	 	 	
              October
                2037

            
	
              Class
                3B6

            	 	
              Variable

            	 	
              $3,094,888.00

            	 	 	
              October
                2037

            
	
              Class
                3P

            	 	
              Variable

            	 	
              $100.00

            	 	 	
              October
                2037

            
	
              Class
                3R

            	 	
              Variable

            	 	
              $99.51

            	 	 	
              October
                2037

            


    

    


     

    (1)           For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month following the month of the maturity date for
      the
      Group 3 Mortgage Loan with the latest maturity date has been designated as
      the
“latest possible maturity date” for each Class of Group 3 Certificates or
      Underlying Interest.

     

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

     

    (3)           This
      Class of Certificates is an Interest Only Certificate and will not have a
      Certificate Principal Balance. This Certificate will accrue interest on the
      Notional Amount thereof.  The Notional Amount of this Class of
      Certificates will be calculated for each Distribution Date as set forth
      herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    As
      of the
      Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal
      Balance equal to  $206,824,470.37.  As of the Cut-off Date,
      the Group 2 Mortgage Loans had an aggregate Scheduled Principal Balance equal
      to
      $639,880,492.33.  As of the Cut-off Date, the Group 2-1 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal
      to  $5,673,683.76.  As of the Cut-off Date, the Group 2-2
      Mortgage Loans had an aggregate Scheduled Principal Balance equal
      to  $531,625,016.28.  As of the Cut-off Date, the Group 2-3
      Mortgage Loans had an aggregate Scheduled Principal Balance equal to
      $29,872,257.78.  As of the Cut-off Date, the Group 2-4 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal to
      $37,814,230.46.  As of the Cut-off Date, the Group 2-5 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal to $
      34,895,304.05.  As of the Cut-off Date, the Group 3 Mortgage Loans had
      an aggregate Scheduled Principal Balance equal to $294,674,087.51.  As
      of the Cut-off Date, the Group 3-1 Mortgage Loans had an aggregate Scheduled
      Principal Balance equal to $247,341,565.26.  As of the Cut-off Date,
      the Group 3-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal
      to $11,167,966.69.  As of the Cut-off Date, the Group 3-3 Mortgage
      Loans had an aggregate Scheduled Principal Balance equal to
      $36,164,555.56.

    


    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating
      Agent, the Certificate Registrar 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 other than the Group 3 Floating
      Rate Certificates shall be made on the basis of a 360-day year consisting of
      twelve 30-day months.

     

    “Adjustable-Rate
      Mortgage Loan”:  Each Group 2 Mortgage Loan and Group 3 Mortgage
      Loan.

     

    “Adjustment
      Amount”: With respect to each Collateral Pool and each anniversary of the
      Cut-off Date, an amount equal to the greatest of (i) 1.00% multiplied by the
      aggregate outstanding principal balance of the related Mortgage Loans, (ii)
      the
      aggregate outstanding principal balance of the related Mortgage Loans secured
      by
      Mortgaged Properties located in the California postal zip code area in which
      the
      highest percentage of related Mortgage Loans based on outstanding principal
      balance are located and (iii) two times the outstanding principal balance of
      the
      related Mortgage Loan having the largest outstanding principal balance, in
      each
      case as of such anniversary of the Cut-off Date.

     

    “Adjustment
      Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
      month in which the Mortgage Rate of a Mortgage Loan changes pursuant to the
      related Mortgage Note. The first Adjustment Date following the Cut-off Date
      as
      to each Mortgage Loan is set forth in the Mortgage Loan Schedule.

     

    “Affected
      Party”: As defined in the Swap Agreement.

     

    “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.

     

    “Aggregate
      Senior Percentage”:   With respect to any Distribution Date and
      any Collateral Pool, the lesser of (a) 100% and (b) a fraction, expressed as
      a
      percentage, the numerator of which is the aggregate Certificate Principal
      Balance of the related Senior Certificates for such Distribution Date and the
      denominator of which is the sum of (i) the aggregate Scheduled Principal Balance
      of the related Mortgage Loans as of the first day of the related Due Period,
      plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
      such Collateral Pool.

     

    “Aggregate
      Subordinate Percentage”: With respect to any Distribution Date
      and  the Group 1 Subordinate Certificates, 100% minus the Aggregate
      Senior Percentage for the Group 1 Mortgage Loans for such Distribution
      Date.  With respect to any Distribution Date and  the Group
      2 Subordinate Certificates, 100% minus the Aggregate Senior Percentage for
      the
      Group 2 Mortgage Loans for such Distribution Date.  With respect to
      any Distribution Date and the Group 3 Subordinate Certificates, 100% minus
      the
      Aggregate Senior Percentage for the Group 3 Mortgage Loans for such Distribution
      Date.

     

    “Agreement”:
      This Pooling and Servicing Agreement and all amendments hereof and supplements
      hereto.

     

    “American
      Home”: American Home Mortgage Corp., or its successor in interest.

     

    “American
      Home Mortgage Loans”: The Mortgage Loans originated by American Home and
      serviced by Wells Fargo and CitiMortgage pursuant to the Initial Sub-Servicing
      Agreements to which it is a party.

     

    “Argent”:
      Argent Mortgage Company, LLC, or its successor in interest.

     

    “Argent
      Mortgage Loans”: The Mortgage Loans originated by Argent and serviced by Citi
      Residential pursuant to the Initial Sub-Servicing Agreement to which it is
      a
      party.

     

    “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.

     

    “Authenticating
      Agent”: Citibank, or its successor in interest, or any successor authenticating
      agent appointed as herein provided.

     

    “Available
      Distribution Amount”:  With respect to Collateral Pool 1 and a
      Distribution Date, the Group 1 Available Distribution Amount for such
      Distribution Date.  With respect to any Loan Group within Collateral
      Pool 2 and a Distribution Date, the Group 2 Available Distribution Amount for
      such Distribution Date.  With respect to any Loan Group within
      Collateral Pool 3 and a Distribution Date, the Group 3 Available Distribution
      Amount for such Distribution Date.

     

    “Back-up
      Certification”:  If the Master Servicer is not an affiliate of the
      Trust Administrator, a written certification, substantially in the form attached
      hereto as Exhibit I, signed by an officer of the Trust
      Administrator.

     

    “Bankruptcy
      Amount”: As of any date of determination, with respect to Collateral Pool 1, an
      amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate
      amount of Bankruptcy Losses allocated solely to the related Subordinate
      Certificates in accordance with Section 4.04.  As of any date of
      determination, with respect to Collateral Pool 2, an amount equal to the excess,
      if any, of (A) $ 274,003 over (B) the aggregate amount of Bankruptcy Losses
      allocated solely to the related Subordinate Certificates in accordance with
      Section 4.04.  As of any date of determination, with respect to
      Collateral Pool 3, an amount equal to the excess, if any, of (A) $132,935 over
      (B) the aggregate amount of Bankruptcy Losses allocated solely to the related
      Subordinate Certificates in accordance with Section 4.04.

     

    “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 all Classes of the
      Certificates other than the Class 3P Certificates and the Residual
      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, each state in which
      any
      Initial Sub-Servicer conducts its business, the State of Missouri, the State
      of
      Texas, the city in which the Corporate Trust Office of the Trustee or the
      Corporate Trust Office of the Paying Agent is located are authorized or
      obligated by law or executive order to be closed.

     

    “Capitalization
      Modification ”: Any modification of a Mortgage Loan which adds to the unpaid
      principal balance of such Mortgage Loan the amount of any unpaid Monthly
      Payments and/or the amount of costs and expenses incurred in servicing such
      Mortgage Loan, including, but not limited to, tax and insurance advances, other
      costs of the preservation, restoration and protection of the related Mortgaged
      Property and any enforcement or judicial proceedings advanced by the Master
      Servicer or the related Sub-Servicer on the Mortgagor’s behalf.

     

     “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.

     

    “Cenlar”:
      Cenlar FSB, or its successor in interest.

     

    “Certificate”:
      Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
      Certificates, Series 2007-10, 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 Notional Amount 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
      Notional Amount 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 Notional Amount 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 Master
      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 Master 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.  Where the
      context requires, “Holder” or “Certificateholder,” when used in reference to a
      Component, means the holder of the Class of Certificates of which such Component
      is a Component.

     

    “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 any Certificate (other than an Interest Only
      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, reduced by the aggregate
      of (a) all distributions of principal made thereon on such immediately prior
      Distribution Date and (b) without duplication of amounts described in clause
      (a)
      above, reductions in the Certificate Principal Balance thereof in connection
      with allocations thereto of Realized Losses on the Mortgage Loans and
      Extraordinary Trust Fund Expenses on such immediately prior Distribution Date
      (or, in the case of any date of determination up to and including the initial
      Distribution Date, the initial Certificate Principal Balance of such
      Certificate, as stated on the face thereof). The Certificate Principal Balance
      of any Class of Certificates (other than any Class of Interest Only
      Certificates) as of any date of determination is equal to the aggregate of
      the
      Certificate Principal Balances of the Certificates of such Class. The
      Certificate Principal Balance of each class of the Group 3 Floating Rate
      Certificates shall be equal to, at all times, the Uncertificated Balance of
      the
      Corresponding Underlying Interest. Notwithstanding any of the foregoing, the
      Certificate Principal Balance of a Subordinate Certificate relating to a
      Collateral Pool outstanding with the highest numerical designation at any given
      time shall not be greater than the Percentage Interest evidenced by such
      Certificate multiplied by the excess, if any, of (A) the then aggregate Stated
      Principal Balance of the Mortgage Loans in such Collateral Pool over (B) the
      then aggregate Certificate Principal Balances of all other Classes of
      Certificates (other than any Class of Interest Only Certificates) relating
      to
      that Collateral Pool then outstanding. With respect to each Underlying Interest
      as of any date of determination, the Certificate Principal Balance of the Class
      of Certificates with the same alphanumeric designation.

     

    With
      respect to the Group 2-1 Mortgage Loans, references in this prospectus
      supplement to the related Class A Certificates mean references to the Class
      212B
      Certificates only to the extent of the 2A1B Component thereof.  With
      respect to the Group 2-2 Mortgage Loans, references in this prospectus
      supplement to the related Class A Certificates mean references to the Class
      212B
      Certificates only to the extent of the 22AB Component thereof.  With
      respect to the Class 212B Certificates, references in this prospectus supplement
      to the related mortgage loans mean references to the Group 2-1 Mortgage Loans
      (in the case of the 2A1B Component of such class) or to the Group 2-2 Mortgage
      Loans (in the case of the 22AB Component of such class).

     

     “Certificate
      Register”: The register maintained pursuant to Section 5.02.

     

    “Certificate
      Registrar”: Citibank, or its successor in interest, or any successor certificate
      registrar appointed as herein provided.

     

    “Citibank”:
      Citibank, N.A.

     

    “CitiMortgage”:  CitiMortgage,
      Inc. in its capacity as an Initial Sub Servicer with respect to the CitiMortgage
      Mortgage Loans.

     

    “CitiMortgage
      Mortgage Loans”: The Mortgage Loans originated by CitiMortgage and serviced by
      CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it is
      a
      party.

     

    “Citi
      Residential”: Citi Residential Lending, Inc., or its successors in
      interest.

     

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

     

    “Class
      1A1A Certificate”: Any one of the Class 1A1A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1A1B Certificate”: Any one of the Class 1A1B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B1 Certificate”: Any one of the Class 1B1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 1B1 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      1B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 1 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      1 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      1B2 Certificate”: Any one of the Class 1B2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 1B2 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      1B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 1 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      1 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      1B3 Certificate”: Any one of the Class 1B3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 1B3 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      1B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 1 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      1 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      1B4 Certificate”: Any one of the Class 1B4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 1B4 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      1B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 1 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      1 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      1B5 Certificate”: Any one of the Class 1B5 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 1B5 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      1B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 1 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      1 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      1B6 Certificate”: Any one of the Class 1B6 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest
      in
      REMIC I for purposes of the REMIC Provisions.

     

    “Class
      1B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 1B6 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      1B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 1 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      1 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      1R
      Certificate”: Any one of the Class 1R Certificates executed by the Paying Agent
      and authenticated and delivered by the Authenticating Agent, substantially
      in
      the form annexed hereto as Exhibit A-9 and evidencing the ownership of the
      Residual Interest in REMIC I.

     

    “Class
      2A1A Certificate”: Any one of the Class 2A1A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      22AA Certificate”: Any one of the Class 22AA Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A2A Certificate”: Any one of the Class 2A2A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A2B Certificate”: Any one of the Class 2A2B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      212B Certificate”: Any one of the Class 212B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-14 and evidencing the 21AB Component
      and
      the 22AB Component, each such Component, in turn, evidencing a Regular Interest
      in REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A2IO Certificate”: Any one of the Class 2A2IO Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-15 and evidencing a
      Regular Interest in REMIC II-C for purposes of the REMIC
      Provisions.

     

    “Class
      2A3A Certificate”: Any one of the Class 2A3A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

     “Class
      2A3B Certificate”: Any one of the Class 2A3B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A3IO Certificate”: Any one of the Class 2A3IO Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-18 and evidencing a
      Regular Interest in REMIC II-C for purposes of the REMIC
      Provisions.

     

    “Class
      2A4A Certificate”: Any one of the Class 2A4A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A4B Certificate”: Any one of the Class 2A4B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-20 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A5A Certificate”: Any one of the Class 2A5A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-21 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2A5B Certificate”: Any one of the Class 2A5B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-22 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2B1 Certificate”: Any one of the Class 2B1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-23 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2B1 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      2B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      2B2 Certificate”: Any one of the Class 2B2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-24 and evidencing
      a Regular Interest in REMIC II-C for purposes of the REMIC
      Provisions.

     

    “Class
      2B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2B2 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      2B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      2B3 Certificate”: Any one of the Class 2B3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-25 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2B3 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      2B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      2B4 Certificate”: Any one of the Class 2B4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-26 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2B4 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      2B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      2B5 Certificate”: Any one of the Class 2B5 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-27 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2B5 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      2B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      2B6 Certificate”: Any one of the Class 2B6 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-28 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

    “Class
      2B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2B6 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      2B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      2R
      Certificate”: Any one of the Class 2R Certificates executed by the Paying Agent
      and authenticated and delivered by the Authenticating Agent, substantially
      in
      the form annexed hereto as Exhibit A-29 and evidencing the ownership of the
      Class R-IIA Residual Interest, the Class R-IIB Residual Interest and the Class
      R-IIC Residual Interest.

     

    “Class
      31AA Certificate”: Any one of the Class 31AA Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-30 and evidencing (i) ownership of
      the
      Class 31AA Underlying Interest and (ii) the right to receive payments from
      and
      the obligation to make payments to the Grantor Trust in respect of the Swap
      Agreement.

     

     “Class
      31AA Underlying Interest”: An uncertificated interest in the Trust evidencing a
      Regular Interest in REMIC III-C.

     

    “Class
      3A1A Certificate”: Any one of the Class 3A1A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-31 and evidencing (i) ownership of
      the
      Class 3A1A Underlying Interest and (ii) the right to receive payments from
      and
      the obligation to make payments to the Grantor Trust in respect of the Swap
      Agreement.

     

    “Class
      3A1A Underlying Interest”: An uncertificated interest in the Trust evidencing a
      Regular Interest in REMIC III-C.

     

    “Class
      3A1B Certificate”: Any one of the Class 3A1B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-32 and evidencing (i) ownership of
      the
      Class 3A1B Underlying Interest and (ii) the right to receive payments from
      and
      the obligation to make payments to the Grantor Trust in respect of the Swap
      Agreement.

     

    “Class
      3A1B Underlying Interest”: An uncertificated interest in the Trust evidencing a
      Regular Interest in REMIC III-C.

     

    “Class
      3A1C Certificate”: Any one of the Class 3A1C Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-33 and evidencing (i) ownership of
      the
      Class 3A1C Underlying Interest and (ii) the right to receive payments from
      and
      the obligation to make payments to the Grantor Trust in respect of the Swap
      Agreement.

     

    “Class
      3A1C Underlying Interest”: An uncertificated interest in the Trust evidencing a
      Regular Interest in REMIC III-C.

     

    “Class
      31AB Certificate”: Any one of the Class 31AB Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-34 and evidencing (i) ownership of
      the
      Class 31AB Underlying Interest and (ii) the right to receive payments from
      and
      the obligation to make payments to the Grantor Trust in respect of the Swap
      Agreement.

     

    “Class
      31AB Underlying Interest”: An uncertificated interest in the Trust evidencing a
      Regular Interest in REMIC III-C.

     

    “Class
      3A1IO Certificate”: Any one of the Class 3A1IO Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-35 and evidencing (i)
      a
      Regular Interest in REMIC III-C for purposes of the REMIC Provisions and (ii)
      the obligation to pay the Floater Cap Carryover Amount.

     

     “Class
      3A2A Certificate”: Any one of the Class 3A2A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-36 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3A2B Certificate”: Any one of the Class 3A2B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-37 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3A3A Certificate”: Any one of the Class 3A3A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-38 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3A3B Certificate”: Any one of the Class 3A3B Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-39 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3B1 Certificate”: Any one of the Class 3B1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-40 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 3B1 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      3B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 3 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      3 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      3B2 Certificate”: Any one of the Class 3B2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-41 and evidencing
      a Regular Interest in REMIC III-C for purposes of the REMIC
      Provisions.

     

    “Class
      3B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 3B2 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      3B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 3 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      3 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      3B3 Certificate”: Any one of the Class 3B3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-42 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 3B3 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      3B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 3 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      3 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      3B4 Certificate”: Any one of the Class 3B4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-43 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 3B4 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      3B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 3 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      3 Subordinate Certificates on such date pursuant to 4.01(b)(i)(Z).

     

    “Class
      3B5 Certificate”: Any one of the Class 3B5 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-44 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 3B5 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      3B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 3 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      3 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      3B6 Certificate”: Any one of the Class 3B6 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-45 and evidencing a Regular Interest
      in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as
      a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 3B6 Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Class
      3B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 3 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      3 Subordinate Certificates on such date pursuant to Section
      4.01(b)(i)(Z).

     

    “Class
      3P
      Certificates”: Any one of the Class 3P Certificates executed by the Paying Agent
      and authenticated and delivered by the Authenticating Agent, substantially
      in
      the form annexed hereto as Exhibit A-46 and evidencing a Regular Interest in
      REMIC III-C for purposes of the REMIC Provisions.

     

    “Class
      3R
      Certificate”: Any one of the Class 3R Certificates executed by the Paying Agent
      and authenticated and delivered by the Authenticating Agent, substantially
      in
      the form annexed hereto as Exhibit A-47 and evidencing the ownership of the
      Class R-IIIA Residual Interest, the Class R-IIIB Residual Interest and the
      Class
      R-IIIC Residual Interest.

     

    “Class
      A
      Certificates”:   The Group 1 Class A Certificates, the Group 2
      Class A Certificates and the Group 3 Class A Certificates.

     

    “Class
      A
      Principal Adjustment Amount”: With respect to Collateral Pool 2, and any
      Distribution Date, if the Certificate Principal Balance of the Group 2
      Class A Certificates relating to a Loan Group included in such Collateral Pool
      have been reduced to zero, the sum of (i) any remaining Principal Prepayments,
      Liquidation Proceeds or other unscheduled payments of principal collected in
      respect of the related Mortgage Loans in such Loan Group and (ii) with respect
      to any Distribution Date on which the aggregate Certificate Principal Balance
      of
      the related Subordinate Certificates has been reduced to zero, any remaining
      scheduled payments of principal collected in respect of the Mortgage Loans
      in
      such Loan Group.  On any Distribution Date, the Available Distribution
      Amount relating to such Loan Group shall be reduced by the related Class A
      Principal Adjustment Amount.  On any Distribution Date, any Class A
      Principal Adjustment Amount shall be included in the Available Distribution
      Amounts of any Loan Group(s) with respect to which the Certificate Principal
      Balance of the related Group 2 Class A Certificates have not been reduced
      to zero, on a pro rata basis based on aggregate Certificate Principal
      Balance of the Group 2 Class A Certificates relating to each such
      Loan Group.

     

    With
      respect to Collateral Pool 3, and any Distribution Date, if the Certificate
      Principal Balance of the Group 3 Class A Certificates relating to a
      Loan Group included in such Collateral Pool have been reduced to zero, the
      sum
      of (i) any remaining Principal Prepayments, Liquidation Proceeds or other
      unscheduled payments of principal collected in respect of the related Mortgage
      Loans in such Loan Group and (ii) with respect to any Distribution Date on
      which
      the aggregate Certificate Principal Balance of the related Subordinate
      Certificates has been reduced to zero, any remaining scheduled payments of
      principal collected in respect of the Mortgage Loans in such Loan Group. 
On any Distribution Date, the Available Distribution Amount relating to such
      Loan Group shall be reduced by the related Class A Principal Adjustment
      Amount.  On any Distribution Date, any Class A Principal Adjustment
      Amount shall be included in the Available Distribution Amounts of any Loan
      Group(s) with respect to which the Certificate Principal Balance of the related
      Group 3 Class A Certificates have not been reduced to zero, on a pro
      rata basis based on aggregate Certificate Principal Balance of
      the Group 3 Class A Certificates relating to each such Loan
      Group.

     

                           “Class
      B Percentage”: Any one of the Class 1B1 Percentage, the Class 1B2 Percentage,
      the Class 1B3 Percentage, the Class 1B4 Percentage, the Class 1B5 Percentage,
      the Class 1B6 Percentage, the Class 2B1 Percentage, the Class 2B2 Percentage,
      the Class 2B3 Percentage, the Class 2B4 Percentage, the Class 2B5 Percentage,
      the Class 2B6 Percentage, the Class 3B1 Percentage, the Class 3B2 Percentage,
      the Class 3B3 Percentage, the Class 3B4 Percentage, the Class 3B5 Percentage,
      the Class 3B6 Percentage.

    


    “Class
      P
      Certificates”:  The Class 3P Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

     “Closing
      Date”: October 31, 2007.

     

    “Code”:  The
      Internal Revenue Code of 1986, as amended.

     

    “Collateral
      Pool”:  Collateral Pool 1, Collateral Pool 2 and Collateral Pool
      3.

     

    “Collateral
      Pool 1”: The Group 1 Mortgage Loans.

     

    “Collateral
      Pool 2”: The Mortgage Loans in Loan Group 2-1, Loan Group 2-2, Loan Group 2-3,
      Loan Group 2-4 and Loan Group 2-5.

     

    “Collateral
      Pool 3”: The Mortgage Loans in Loan Group 3-1, Loan Group 3-2 and Loan Group
      3-3.

     

    “Collection
      Account”: The account or accounts created and maintained by the Master Servicer
      pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as
      Master Servicer for U.S. Bank National Association, as Trustee, in trust for
      the
      registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
      Certificates, Series 2007-10.” The Collection Account must be an Eligible
      Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

    “Compensating
      Interest Payment”:  The amount the applicable Initial Sub-Servicer is
      required to cover as described below:

     

    With
      respect to any American Home Mortgage Loans, LoanCity Mortgage Loans, Metro
      City
      Mortgage Loans, Sea Breeze Mortgage Loans and Secured Bankers Mortgage Loans
      and
      any prepayments in full or in part, CitiMortgage is required to cover any
      shortfalls in interest collections in an aggregate amount for each month up
      to
      the lesser of (i) an amount which, when added to all amounts allocable to
      interest received in connection with such prepayment equals one month’s interest
      on the amount of principal so prepaid at the related mortgage rate net of the
      related Servicing Fee and (ii) the aggregate amount of servicing compensation
      with respect to such mortgage loans received by it  for the applicable
      calendar month.

     

    With
      respect to any Argent Mortgage Loans and any prepayments in full or in part,
      Citi Residential is required to cover any shortfalls in interest collections
      that are attributable to prepayments in full or in part on the Mortgage Loans
      in
      the Trust and serviced by it, but only to the extent of the monthly Servicing
      Fee payable thereto.

     

    With
      respect to any Countrywide Mortgage Loans and any prepayments in full or in
      part, Countrywide Servicing is required to cover any shortfall in interest
      collections that is attributable to prepayments in full or in part on the
      Mortgage Loans included in the Trust and serviced by it, but only in an
      aggregate amount each month for such mortgage loans up to the lesser of one
      half
      of (a) one-twelfth of the product of (i) the weighted average Servicing Fee
      Rate
      for such mortgage loans and (ii) the stated principal balance of such mortgage
      loans in and (b) the aggregate Servicing Fee actually received for the
      applicable month for the Mortgage Loans serviced by it.

     

    With
      respect to any GreenPoint Mortgage Loans and any prepayments in full or in
      part,
      GreenPoint is required to cover any shortfalls in interest collections that
      are
      attributable to prepayments in full or in part on the Mortgage Loans included
      in
      the Trust and serviced by it, but only to the extent of the monthly Servicing
      Fee payable thereto.

     

    With
      respect to any National City Mortgage Loans and any prepayments in full or
      in
      part, National City is required to cover any shortfall in interest collections
      that are attributable to prepayments in full or in part on the related Mortgage
      Loans, but only in an amount equal to the amount of interest (net of the related
      Servicing Fee Rate) that would have accrued on the amount of the principal
      prepayment during the period commencing on the date as of which such principal
      prepayment was applied to the related Mortgage Loans and ending on the day
      immediately preceding the applicable due date for the next scheduled monthly
      payment.

     

    With
      respect to any Orchid Mortgage Loans and Mission 1 Mortgage Loans and any
      prepayments in full or in part, Cenlar as sub-servicer for Orchid is required
      to
      cover any shortfalls in interest collections that are attributable to
      prepayments in full or in part on the Mortgage Loans in the Trust and serviced
      by it, but only to the extent of the monthly Servicing Fee payable
      thereto.

     

    With
      respect to any SunTrust Mortgage Loans and any prepayments in full or in part,
      SunTrust is required to cover any shortfalls in interest collections that are
      attributable to prepayments in full or in part on the Mortgage Loans included
      in
      the trust and serviced by it, but only to the extent of the monthly Servicing
      Fee payable thereto.

     

    With
      respect to any American Home Mortgage Loans, HomeBanc Mortgage Loans, PennFed
      Mortgage Loans, Taylor Bean Mortgage Loans, Weichert Mortgage Loans and Wells
      Fargo Mortgage Loans and any prepayments in full or in part, Wells Fargo is
      required to cover any shortfalls in interest collections that are attributable
      to prepayments in full or in part on the Mortgage Loans included in the trust
      and serviced by it, but only in an aggregate amount for each month which, when
      added to all amounts allocable to interest received in connection with such
      prepayment, equals one month’s interest on the amount of principal so prepaid at
      the related mortgage rate net of the related servicing fee rate, but not more
      than the aggregate amount of the Servicing Fees collected for the related Due
      Period with respect to the
      Mortgage Loans serviced by it.

     

    “Component”:
      The 2AIB Component and the  22AB Component.

     

    “Component
      Principal Balance”: With respect to any Senior Support Component as of any date
      of determination, the Component Principal Balance of such Senior Support
      Component on the Distribution Date immediately prior to such date of
      determination plus any Subsequent Recoveries added to the Component Principal
      Balance of such Senior Support Component pursuant to Section 4.01, reduced
      by
      the aggregate of (a) all distributions of principal made thereon on such
      immediately prior Distribution Date and (b) without duplication of amounts
      described in clause (a) above, reductions in the Component Principal Balance
      thereof in connection with allocations thereto of Realized Losses on the
      Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior
      Distribution Date (or, in the case of any date of determination up to and
      including the initial Distribution Date, the initial Component Principal Balance
      of such Senior Support Component).

     

    The
      initial Component Principal Balances of the Senior Support Components are as
      follows:  For the 2AIB Component, $256,000.  For the 22AB
      Component, $23,924,000.

     

    “Cooperative”:
      A private, cooperative housing corporation which owns or leases land and all
      or
      part of a building or buildings, including apartments, spaces used for
      commercial purposes and common areas therein and whose board of directors
      authorizes, among other things, the sale of Cooperative stock.

     

    “Cooperative
      Assets”: Shares issued by Cooperatives, the related Cooperative Lease and any
      other collateral securing the Cooperative Loans.

     

    “Cooperative
      Building”: The building and other property owned by a Cooperative.

     

    “Cooperative
      Lease”: With respect to a Cooperative Loan, the proprietary lease or occupancy
      agreement with respect to the Cooperative Apartment occupied by the Mortgagor
      and relating to the related Cooperative Assets, which lease or agreement confers
      an exclusive right to the holder of such Cooperative Assets to occupy such
      apartment.

     

    “Cooperative
      Loans”: Any of the Mortgage Loans made in respect of a cooperative apartment,
      evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii)
      the
      related cooperative stock certificate, (iii) an assignment of the Cooperative
      Lease, (iv) financing statements and (v) a stock power (or other similar
      instrument), and ancillary thereto, a recognition agreement between the
      cooperative and the originator of the cooperative loan, each of which was
      transferred and assigned to the Trustee pursuant to Section 2.01 and are from
      time to time held as part of the Trust Fund.

     

    “Cooperative
      Unit”: A specific dwelling unit in a Cooperative Building as to which exclusive
      occupancy rights have been granted pursuant to a Cooperative Lease.

     

    “Corporate
      Trust Office”:  The principal corporate trust office of the Trustee,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent, as
      the
      case may be, at which at any particular time its corporate trust business in
      connection with this Agreement shall be administered, which office at the date
      of the execution of this instrument is located at (i) with respect to the
      Trustee, U.S. Bank National Association, One Federal Street, 3rd Floor,
      Boston,
      Massachusetts 02110, Attention: Corporate Trust Services, or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the
      Certificate Registrar, the Authenticating Agent and the Trust Administrator
      and
      (ii) with respect to the Paying Agent, the Certificate Registrar and the
      Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar
      or as Authenticating Agent, as the case may be, 388 Greenwich Street, 14th Floor,
      New York,
      New York  10013, or at such other address as the Paying Agent, the
      Certificate Registrar and the Authenticating Agent may designate from time
      to
      time by notice to the Certificateholders, the Depositor, the Master Servicer,
      the Trust Administrator and the Trustee.

     

    “Corresponding
      Certificate”:  With respect to each REMIC II-B Regular Interest (other
      than REMIC II-B Regular Interest LT-R), as follows:

     

    
      	
              
                REMIC
                  II-B Regular Interest

              

            	 	
              
                Class

              

            
	
              REMIC
                II-B Regular Interest LT2A1A

               

            	 	
              2A1A

               

            
	
              REMIC
                II-B Regular Interest LT22AA

               

            	 	
              22AA

               

            
	
              REMIC
                II-B Regular Interest LT2A2A

               

            	 	
              2A2A

               

            
	
              REMIC
                II-B Regular Interest LT2A2B

               

            	 	
              2A2B

               

            
	
              REMIC
                II-B Regular Interest LT212B(1)

               

            	 	
              212B

               

            
	
              REMIC
                II-B Regular Interest LT212B(2)

               

            	 	
              212B

               

            
	
              REMIC
                II-B Regular Interest LT2A3A

               

            	 	
              2A3A

               

            
	
              REMIC
                II-B Regular Interest LT2A3B

               

            	 	
              2A3B

               

            
	
              REMIC
                II-B Regular Interest LT2A4A

               

            	 	
              2A4A

               

            
	
              REMIC
                II-B Regular Interest LT2A4B

               

            	 	
              2A4B

               

            
	
              REMIC
                II-B Regular Interest LT2A5A

               

            	 	
              2A5A

               

            
	
              REMIC
                II-B Regular Interest LT2A5B

               

            	 	
              2A5B

               

            
	
              REMIC
                II-B Regular Interest LT2B1

               

            	 	
              2B1

               

            
	
              REMIC
                II-B Regular Interest LT2B2

               

            	 	
              2B2

               

            
	
              REMIC
                II-B Regular Interest LT2B3

               

            	 	
              2B3

               

            
	
              REMIC
                II-B Regular Interest LT2B4

               

            	 	
              2B4

               

            
	
              REMIC
                II-B Regular Interest LT2B5

               

            	 	
              2B5

               

            
	
              REMIC
                II-B Regular Interest LT2B6

               

            	 	
              2B6

               

            


    

    


    With
      respect to each REMIC III-B Regular Interest (other than REMIC III-B Regular
      Interest LT-P and REMIC III-B Regular Interest LT-R) and Underlying Interest,
      as
      follows:

     

    
      	
              
                REMIC
                  III-B Regular Interest/Underlying Interest

              

            	 	
              
                Class

              

            
	
              REMIC
                III-B Regular Interest LT31AA/Class 31AA Underlying Interest

               

            	 	
              31AA

               

            
	
              REMIC
                III-B Regular Interest LT3A1A/Class 3A1A Underlying Interest

               

            	 	
              3A1A

               

            
	
              REMIC
                III-B Regular Interest LT3A1B/Class 3A1B Underlying Interest

               

            	 	
              3A1B

               

            
	
              REMIC
                III-B Regular Interest LT3A1C/Class 3A1C Underlying Interest

               

            	 	
              3A1C

               

            
	
              REMIC
                III-B Regular Interest LT31AB/Class 31AB Underlying Interest

               

            	 	
              31AB

               

            
	
              REMIC
                III-B Regular Interest LT3A2A

               

            	 	
              3A2A

               

            
	
              REMIC
                III-B Regular Interest LT3A2B

               

            	 	
              3A2B

               

            
	
              REMIC
                III-B Regular Interest LT3A3A

               

            	 	
              3A3A

               

            
	
              REMIC
                III-B Regular Interest LT3A3B

               

            	 	
              3A3B

               

            
	
              REMIC
                III-B Regular Interest LT3B1

               

            	 	
              3B1

               

            
	
              REMIC
                III-B Regular Interest LT3B2

               

            	 	
              3B2

               

            
	
              REMIC
                III-B Regular Interest LT3B3

               

            	 	
              3B3

               

            
	
              REMIC
                III-B Regular Interest LT3B4

               

            	 	
              3B4

               

            
	
              REMIC
                III-B Regular Interest LT3B5

               

            	 	
              3B5

               

            
	
              REMIC
                III-B Regular Interest LT3B6

               

            	 	
              3B6

               

            


    

    


    “Corresponding
      Underlying Interest”:  With respect to each Class of Group 3 Floating
      Rate Certificates, as follows:

     

    
      	
              
                Class

              

            	 	
              
                Underlying
                  Interest

              

            
	
              31AA

               

            	 	
              Class
                31AA Underlying Interest

               

            
	
              3A1A

               

            	 	
              Class
                3A1A Underlying Interest

               

            
	
              3A1B

               

            	 	
              Class
                3A1B Underlying Interest

               

            
	
              3A1C

               

            	 	
              Class
                3A1C Underlying Interest

               

            
	
              31AB

               

            	 	
              Class
                31AB Underlying Interest

               

            


    

    


     

    “Countrywide”:  Countrywide
      Home Loans, Inc., or its successor in interest.

     

    “Countrywide
      Mortgage Loans”:  The Mortgage Loans originated by Countrywide and
      serviced by Countrywide Servicing pursuant to the Initial Sub-Servicing
      Agreement to which it is a party.

     

    “Countrywide
      Servicing”: Countrywide Home Loans Servicing LP, or its successor in
      interest.

     

     “Cross-Collateralization
      Date”:  With respect to each of Collateral Pool 2 or Collateral Pool
      3, any Distribution Date on which there are one or more Undercollateralized
      Loan
      Groups and one or more Overcollateralized Loan Groups relating to such
      Collateral Pool.

     

     “Custodian”:
      A document custodian appointed by the Trustee to perform (or in the case of
      the
      initial Custodian otherwise engaged to perform) custodial duties with respect
      to
      the Mortgage Files.  The initial Custodian is Citibank, N.A. a
      national banking association. A Custodian may be the Trustee, any Affiliate
      of
      the Trustee or an independent entity.

     

    “Custodial
      Agreement”: An agreement pursuant to which a Custodian
      performs  custodial duties with respect to the Mortgage Files. With
      respect to the initial Custodian, the agreement pursuant to which such 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.

     

    “Defaulting
      Party”: As defined in the Swap Agreement.

     

    “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 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.

     

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

     

    “Depository”:
      The Depository Trust Company or any successor Depository hereafter named. The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is Cede & Co. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
      agency” registered pursuant to the provisions of Section 17A of the Securities
      Exchange Act of 1934, as amended.

     

    “Depository
      Institution”: Any depository institution or trust company, including the Trustee
      and the Paying Agent, 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 by at least two of the Rating Agencies (or a comparable
      rating if S&P and Fitch 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 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 such 18th day; provided,
      however, that with respect to each Distribution Date and any Mortgage Loans
      subject to an Initial Sub-Servicing Agreement, the Determination Date shall
      be
      the date, relating to such Distribution Date, after which any Monthly Payments
      received are not reported by the related Sub-Servicer as having been received
      for inclusion in the amounts remitted by such Sub-Servicer on the related
      remittance date under the applicable Sub-Servicing Agreement in respect of
      Monthly Payments on the related Mortgage Loans.

     

    “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, REMIC II-A or REMIC III-A, other
      than
      through an Independent Contractor; provided, however, that the Trustee (or
      the
      Master Servicer on behalf of the Trustee) shall not be considered to Directly
      Operate an REO Property solely because the Trustee (or the Master 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 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 Paying
      Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as
      Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan
      Trust Inc., Mortgage Pass- Through Certificates, Series 2007-10.” 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.

     

    “Diverted
      Interest Amount”: With respect to either Collateral Pool 2 or Collateral Pool 3
      and any Distribution Date, one month’s interest accrued during the related
      Interest Accrual Period on the Overcollateralized Amount at the Pass-Through
      Rate(s) for the Senior Certificates (or, in the case of the Group 3 Floating
      Rate Certificates, the related Underlying Interests) related to the
      Undercollateralized Loan Group(s) in such Collateral Pool and any other unpaid
      interest shortfalls on the Senior Certificates (or, in the case of the Group
      3
      Floating Rate Certificates, the related Underlying Interests) related to such
      Undercollateralized Loan Group(s), to the extent available (with
      overcollateralization and undercollateralization calculated, for purposes of
      this definition only, as of the prior Distribution Date after taking into
      account all distributions and Realized Loss allocations that occurred on such
      prior Distribution Date). On any Distribution Date, any Diverted Interest Amount
      shall be included in the Available Distribution Amounts of any
      Undercollateralized Loan Group(s) in the same Collateral Pool on a pro
      rata basis based on their respective Undercollateralized
      Amounts.  On any Distribution Date, any Diverted Interest Amount shall
      reduce the Available Distribution Amounts of any Overcollateralized Loan
      Group(s) in the same Collateral Pool on a pro rata basis based on their
      respective Overcollateralized Amounts.

     

    “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 and F1+ by Fitch
      (if rated by Fitch), 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.

     

    “Excess
      Bankruptcy Loss”: With respect to any Collateral Pool, any Bankruptcy Loss, or
      portion thereof, which exceeds the then applicable Bankruptcy
      Amount.

     

    “Excess
      Fraud Loss”: With respect to any Collateral Pool, any Fraud Loss, or portion
      thereof, which exceeds the then applicable Fraud Loss Amount.

     

    “Excess
      Loss”: With respect to any Collateral Pool, any Excess Bankruptcy Loss, Excess
      Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

     

    “Excess
      Special Hazard Loss”: With respect to any Collateral Pool, any Special Hazard
      Loss, or portion thereof, that exceeds the then applicable Special Hazard
      Amount.

     

    “Exchange
      Act”: The Securities Exchange Act of 1934, as amended.

     

    “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 applicable Servicing Fee Rate and, if such Mortgage Loan has lender-paid
      primary mortgage insurance, the applicable premium rate.

     

    “Extraordinary
      Loss”: Any Realized Loss or portion thereof caused by or resulting
      from:

     

    (i)           nuclear
      or chemical reaction or nuclear radiation or radioactive or chemical
      contamination, all whether controlled or uncontrolled and whether such loss
      be
      direct or indirect, proximate or remote or be in whole or in part caused by,
      contributed to or aggravated by a peril covered by the definition of the term
      “Special Hazard Loss”;

     

    (ii)           hostile
      or warlike action in time of peace or war, including action in hindering,
      combating or defending against an actual, impending or expected attack by
      any  government or sovereign power, de jure or de
      facto, or by any authority maintaining or using military, naval or air
      forces, or by military, naval or air forces, or by an agent of any such
      government, power, authority or forces;

     

    (iii)           any
      weapon of war employing atomic fission or radioactive forces whether in time
      of
      peace or war, and

     

    (iv)           insurrection,
      rebellion, revolution, civil war, usurped power or action taken by governmental
      authority in hindering, combating or defending against such an occurrence,
      seizure or destruction under quarantine or customs regulations, confiscation
      by
      order of any government or public authority, or risks of contraband or illegal
      transactions or trade.

     

    “Extraordinary
      Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the
      Depositor pursuant to Section 6.03, any amounts payable from the Distribution
      Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
      reimbursable to the Trustee, the Trust Administrator, Citibank 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 Seller,
      the Depositor or the Master Servicer pursuant to or as contemplated by Section
      2.03, Section 3.16(c) or Section 9.01), a determination made by the Master
      Servicer that all Liquidation Proceeds have been recovered. The Master Servicer
      shall maintain records of each Final Recovery Determination made
      thereby.

     

    “Fitch”:  Fitch
      Ratings, or its successor in interest.

     

    “Fixed-Rate
      Mortgage Loans”: Each Group 1 Mortgage Loan.

     

    “Floater
      Cap Carryover Reserve Account”: The reserve account established by the Paying
      Agent from which payments in respect of Floater Cap Carryover Amounts on the
      Group 3 Floating Rate Certificates will be made.

     

     “Floater
      Cap Carryover Amount”: For any Class of the Group 3 Floating Rate Certificates
      and any Distribution Date up to and including the earlier of the 57th
      Distribution Date and the last Distribution Date for which the Swap Agreement
      is
      in effect, an amount equal to the sum of (i) the excess, if any, of (x) the
      amount of interest such Class would have accrued for such Distribution Date
      had
      the related Pass-Through Rate been calculated without regard to the Grantor
      Trust Net WAC Rate, over (y) the amount of interest such Class of Certificates
      accrued for such Distribution Date at the actual Pass-Through Rate therefor
      and
      (ii) the unpaid portion of any Floater Cap Carryover Amount for such Class
      from
      the immediately preceding Distribution Date together with interest accrued
      on
      such unpaid portion for the most recently ended Interest Accrual Period at
      the
      Pass-Through Rate for such class for such Interest Accrual Period, calculated
      for purposes of this clause (ii) without regard to the Grantor Trust Net WAC
      Rate.  For any Class of the Group 3 Floating Rate Certificates and any
      Distribution Date thereafter, an amount equal to the sum of (i) the excess,
      if any, of (x) the amount of interest such Class would have accrued for
      such Distribution Date had the related Pass-Through Rate been calculated without
      regard to the Net WAC Rate of the Group 3-1 Mortgage Loans, over (y) the amount
      of interest such Class of Certificates accrued for such Distribution Date at
      the
      actual Pass-Through Rate therefor and (ii) the unpaid portion of any Floater
      Cap
      Carryover Amount for such Class from the immediately preceding Distribution
      Date
      together with interest accrued on such unpaid portion for the most recently
      ended Interest Accrual Period at the Pass-Through Rate for such Class for
      such Interest Accrual Period, calculated for purposes of this clause (ii)
      without regard to the Net WAC Rate of the Group 3-1 Mortgage Loans.

     

    “Forward
      Shifted Prepayment Period”: With respect to any Distribution Date, any related
      Prepayment Period that ends later than the last day of the calendar month
      immediately preceding the month in which such Distribution Date
      occurs.

     

    “Fraud
      Loss”: Any Realized Loss or portion thereof sustained by reason of a default
      arising from intentional fraud, dishonesty or misrepresentation in connection
      with the related Mortgage Loan, including by reason of the denial of coverage
      under any related Primary Mortgage Insurance Policy because of fraud, dishonesty
      or misrepresentation.

     

     “Fraud
      Loss Amount”: With respect to Collateral Pool 1, as of any date of determination
      after the Cut-off Date, an amount equal to: (i) prior to the first anniversary
      of the Cut-off Date, 1.00% of the aggregate outstanding principal balance of
      the
      Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate amount of
      Fraud Losses on the Group 1 Mortgage Loans allocated solely to the related
      Subordinate Certificates in accordance with Section 4.04 since the Cut-off
      Date
      up to such date of determination, (ii) from the first anniversary of the Cut-off
      Date and prior to the second anniversary of the Cut-off Date, 1.00% of the
      aggregate outstanding principal balance of the Group 1 Mortgage Loans as of
      the
      Cut-off Date minus the aggregate amount of Fraud Losses on the Group 1 Mortgage
      Loans allocated solely to the related Subordinate Certificates in accordance
      with Section 4.04 since the Cut-off Date up to such date of determination,
      (iii)
      from the second anniversary of the Cut-off Date and prior to the third
      anniversary of the Cut-off Date, 1.00% of the aggregate outstanding principal
      balance of the Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate
      amount of Fraud Losses on the Group 1 Mortgage Loans allocated solely to the
      related Subordinate Certificates in accordance with Section 4.04 since the
      Cut-off Date up to such date of determination, (iv) from the
      third  anniversary of the Cut-off Date and to an including the fourth
      anniversary of the Cut-off Date, 0.50% of the aggregate outstanding principal
      balance of the Group 1 Mortgage Loans as of the Cut-off Date minus the aggregate
      amount of Fraud Losses on the Group 1 Mortgage Loans allocated solely to the
      related Subordinate Certificates in accordance with Section 4.04 since the
      Cut-off Date up to such date of determination and (v) from the fourth
      anniversary of the Cut-off Date and to an including the fifth anniversary of
      the
      Cut-off Date, 0.50% of the aggregate outstanding principal balance of the Group
      1 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
      Losses on the Group 1 Mortgage Loans allocated solely to the related Subordinate
      Certificates in accordance with Section 4.04 since the Cut-off Date up to such
      date of determination.  On and after the fifth anniversary of the
      Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool 1 shall
      be
      zero. In addition, after the Certificate Principal Balances of the related
      Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect
      to Collateral Pool 1 shall be zero.

     

    With
      respect to Collateral Pool 2, as of any date of determination after the Cut-off
      Date, an amount equal to: (i) from the initial Cut-off Date to prior to the
      first anniversary of the Cut-off Date, 1.00% of the aggregate outstanding
      principal balance of the Group 2 Mortgage Loans as of the Cut-off Date minus
      the
      aggregate amount of Fraud Losses on the Group 2 Mortgage Loans allocated solely
      to the related Subordinate Certificates in accordance with Section 4.04 since
      the Cut-off Date up to such date of determination, (ii) from the first
      anniversary of the Cut-off Date and prior to the second anniversary of the
      Cut-off Date, 1.00% of the aggregate outstanding principal balance of the Group
      2 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
      Losses on the Group 2 Mortgage Loans allocated solely to the related Subordinate
      Certificates in accordance with Section 4.04 since the Cut-off Date up to such
      date of determination, (iii) from the second  anniversary of the
      Cut-off Date and prior to the third anniversary of the Cut-off Date, 1.00%
      of
      the aggregate outstanding principal balance of the Group 2 Mortgage Loans as
      of
      the Cut-off Date minus the aggregate amount of Fraud Losses on the Group 2
      Mortgage Loans allocated solely to the related Subordinate Certificates in
      accordance with Section 4.04 since the Cut-off Date up to such date of
      determination, (iv) from the third  anniversary of the Cut-off Date
      and prior to the fourth anniversary of the Cut-off Date, 0.50% of the aggregate
      outstanding principal balance of the Group 2 Mortgage Loans as of the Cut-off
      Date minus the aggregate amount of Fraud Losses on the Group 2 Mortgage Loans
      allocated solely to the related Subordinate Certificates in accordance with
      Section 4.04 since the Cut-off Date up to such date of determination and (v)
      on
      or after the fourth  anniversary of the Cut-off Date and to an
      including the fifth anniversary of the Cut-off Date, 0.50% of the aggregate
      outstanding principal balance of the Group 2 Mortgage Loans as of the Cut-off
      Date minus the aggregate amount of Fraud Losses on the Group 2 Mortgage Loans
      allocated solely to the related Subordinate Certificates in accordance with
      Section 4.04 since the Cut-off Date up to such date of determination. On and
      after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with
      respect to Collateral Pool 2 shall be zero. In addition, after the Certificate
      Principal Balances of the related Subordinate Certificates are reduced to zero,
      the Fraud Loss Amount with respect to Collateral Pool 2 shall be
      zero.

     

    With
      respect to Collateral Pool 3, as of any date of determination after the Cut-off
      Date, an amount equal to: (i) from the initial Cut-off Date to prior to the
      first anniversary of the Cut-off Date, 2.00% of the aggregate outstanding
      principal balance of the Group 3 Mortgage Loans as of the Cut-off Date minus
      the
      aggregate amount of Fraud Losses on the Group 3 Mortgage Loans allocated solely
      to the related Subordinate Certificates in accordance with Section 4.04 since
      the Cut-off Date up to such date of determination, (ii) from the first
      anniversary of the Cut-off Date and prior to the second anniversary of the
      Cut-off Date, 1.00% of the aggregate outstanding principal balance of the Group
      3 Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
      Losses on the Group 3 Mortgage Loans allocated solely to the related Subordinate
      Certificates in accordance with Section 4.04 since the Cut-off Date up to such
      date of determination, (iii) on or after the second  anniversary of
      the Cut-off Date and to an including the third anniversary of the Cut-off Date,
      1.00% of the aggregate outstanding principal balance of the Group 3 Mortgage
      Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on
      the
      Group 3 Mortgage Loans allocated solely to the related Subordinate Certificates
      in accordance with Section 4.04 since the Cut-off Date up to such date of
      determination, (iv) on or after the third  anniversary of the Cut-off
      Date and to an including the fourth anniversary of the Cut-off Date, 1.00%
      of
      the aggregate outstanding principal balance of the Group 3 Mortgage Loans as
      of
      the Cut-off Date minus the aggregate amount of Fraud Losses on the Group 3
      Mortgage Loans allocated solely to the related Subordinate Certificates in
      accordance with Section 4.04 since the Cut-off Date up to such date of
      determination and (v) on or after the fourth  anniversary of the
      Cut-off Date and to an including the fifth anniversary of the Cut-off Date,
      1.00% of the aggregate outstanding principal balance of the Group 3 Mortgage
      Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on
      the
      Group 3 Mortgage Loans allocated solely to the related Subordinate Certificates
      in accordance with Section 4.04 since the Cut-off Date up to such date of
      determination. On and after the fifth anniversary of the Cut-off Date, the
      Fraud
      Loss Amount with respect to Collateral Pool 3 shall be zero. In addition, after
      the Certificate Principal Balances of the related Subordinate Certificates
      are
      reduced to zero, the Fraud Loss Amount with respect to Collateral Pool 3 shall
      be zero.

     

     “Freddie
      Mac”: Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation,
      or any successor thereto.

     

    “Grantor
      Trust”: The corpus of a trust created by the Trustee, as Grantor Trust Trustee,
      pursuant to Section 4.10 of this Agreement and designated as the “Grantor
      Trust,” consisting of the Swap Agreement, the Underlying Interests, the Swap
      Collateral Account and the Swap Account, beneficial ownership of which is
      represented by the Group 3 Floating Rate Certificates.  For the
      avoidance of doubt, the Grantor Trust does not constitute a part of the Trust
      Fund.

     

    “Grantor
      Trust Net WAC Rate”:  For each Distribution Date and any Class of
      Group 3 Floating Rate Certificates, a per annum rate equal to the One-Month
      LIBOR plus the product of (x) excess, if any, of (i) the Pass-Through Rate
      of
      the Underlying Interest with the same alphanumeric designation over (ii) 4.960%
      per annum and (y) a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days in the Interest Accrual Period for such
      class of Group 3 Floating Rate Certificates for such Distribution
      Date.

     

    “Grantor
      Trust Trustee”:  U.S. Bank National Association, as Trustee on behalf
      of the Grantor Trust, its successors or assigns.

     

    “GreenPoint”:
      GreenPoint Mortgage Funding, Inc., or its successors in interest.

     

    “GreenPoint
      Mortgage Loans”: The Mortgage Loans originated by GreenPoint and serviced by
      GreenPoint pursuant to the respective Initial Sub-Servicing Agreement to which
      it is a party.

     

    “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 Mortgage Loan.

     

    “Group
      1
      Available Distribution Amount”: With respect to Collateral Pool 1 and any
      Distribution Date, an amount equal to the excess of (i) the sum attributable
      to
      the Group 1 Mortgage Loans of (a) the aggregate of the Monthly Payments due
      on
      or before the Due Date relating to such Distribution Date and received by the
      Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related
      Determination Date, after deduction of the applicable Servicing Fee and any
      applicable lender-paid primary mortgage insurance premium (b) Liquidation
      Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases
      of and substitutions for the Group 1 Mortgage Loans, Subsequent Recoveries
      and
      other unscheduled collections of principal and interest in respect of the
      related Group 1 Mortgage Loans or REO Properties received by the Master Servicer
      (or a Sub-Servicer, on its behalf) during the related Prepayment Period
      (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
      of any amounts on deposit in the Distribution Account representing Compensating
      Interest Payment paid by the Master Servicer in respect of related Prepayment
      Interest Shortfalls relating to Principal Prepayments that occurred during
      the
      related Prepayment Period and (d) the aggregate of any related P&I Advances
      made by the Master Servicer for such Distribution Date over (ii) the sum
      attributable to or allocable to the Group 1 Mortgage Loans of (a) amounts
      reimbursable to the Depositor, the Master Servicer, the Trustee (including
      the
      Trustee in its capacity as Grantor Trust Trustee), the Trust Administrator,
      Citibank or the Custodian pursuant to Section 6.03 or Section 8.05 or otherwise
      payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect
      of the items set forth in clauses (i)(a) through (i)(d) above deposited in
      the
      Collection Account or the Distribution Account in respect of the items set
      forth
      in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
      amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
      hereunder to be retained by the Master Servicer or to be withdrawn by the Master
      Servicer from the Collection Account pursuant to Section 3.18.

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Prepayment Period
      in connection with the foreclosure of a Mortgage Loan in Collateral Pool 1
      exceeds the outstanding principal balance of such Mortgage Loan, such amounts
      shall be included in the Group 1 Available Distribution Amount only to the
      extent of Realized Losses incurred during the related Prepayment Period with
      respect to Mortgage Loans in Collateral Pool 1 and the remainder will be held
      in
      a reserve fund established by or on behalf of the Trust Administrator in order
      to offset any future Realized Losses incurred. Prepayment premiums or charges
      collected in respect of the Mortgage Loans included in Collateral Pool 1 will
      be
      retained by the Master Servicer or the related Sub-Servicer and will not be
      included in the Group 1 Available Distribution Amount.

     

    “Group
      1
      Certificates”: The Group 1 Senior Certificates and the Group 1 Subordinate
      Certificates.

     

    “Group
      1
      Class A Certificates”: The Class 1A1A Certificates and Class 1A1B
      Certificates.

     

    “Group
      1
      Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
      Loan Schedule.

     

    “Group
      1
      Residual Certificates”: The Class 1R Certificates.

     

    “Group
      1
      Senior Certificates”: The Group 1 Class A Certificates and Class 1R
      Certificates.

     

    “Group
      1
      Senior Percentage”: With respect to Collateral Pool 1 and any Distribution Date,
      the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the
      numerator of which is the excess, if any, of the aggregate Certificate Principal
      Balance of the Group 1 Senior Certificates for such Distribution Date, over
      the
      aggregate amount, if any, payable to the Holders of the Group 1 Senior
      Certificates on such date pursuant to clause (d) of the definition of “Senior
      Principal Distribution Amount,” and the denominator of which is the sum of (i)
      the aggregate Scheduled Principal Balance of the related Group 1 Mortgage Loans
      as of the first day of the related Due Period, plus (ii) the aggregate Scheduled
      Principal Balance of the REO Properties in Collateral Pool 1 as of the first
      day
      of the related Due Period.

     

    “Group
      1
      Senior Prepayment Percentage”: With respect to Collateral Pool 1 and any
      Distribution Date within the range indicated below, the percentage as indicated
      below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                Group
                  1 Senior Prepayment Percentage

              

            
	
              November

            	
              2007

            	
              Through
                October

            	
              2012

            	 	
              100%

            
	
              November

            	
              2012

            	
              Through
                October

            	
              2013

            	 	
              Group
                1 Senior Percentage, plus 70% of the Group 1 Subordinate
                Percentage

            
	
              November

            	
              2013

            	
              Through
                October

            	
              2014

            	 	
              Group
                1 Senior Percentage, plus 60% of the Group 1 Subordinate
                Percentage

            
	
              November

            	
              2014

            	
              Through
                October

            	
              2015

            	 	
              Group
                1 Senior Percentage, plus 40% of the Group 1 Subordinate
                Percentage

            
	
              November

            	
              2015

            	
              Through
                October

            	
              2016

            	 	
              Group
                1 Senior Percentage, plus 20% of the Group 1 Subordinate
                Percentage

            
	
              November

            	
              2016

            	
              And
                thereafter

            	 	 	
              Group
                1 Senior Percentage

            


    

    


    provided,
      however, no reduction to the Group 1 Senior Prepayment Percentage
      described above shall be made as of any Distribution Date unless (i) the
      outstanding principal balance of the Group 1 Mortgage Loans (a) delinquent
      60
      days or more (including REO Properties and Mortgage Loans in foreclosure or
      in
      bankruptcy and that are also delinquent 60 days or more), averaged over the
      last
      six months (or such fewer number of months as have elapsed from the Cut-Off
      Date
      through the end of the related Prepayment Period) and (b) the subject of a
      modification within the previous twelve months prior to such Distribution Date,
      but not prior to the Closing Date, does not exceed 50% of the sum of the then
      current Certificate Principal Balances of the Group 1 Subordinate Certificates
      and (ii) Realized Losses on the Group 1 Mortgage Loans to date are less than
      the
      then applicable Trigger Amount.

     

    On
      any
      Distribution Date on which Realized Losses on the Group 1 Mortgage Loans to
      date
      are greater than the then applicable Trigger Amount, the Group 1 Senior
      Prepayment Percentage for Collateral Pool 1 will be the greater of (x) the
      Group
      1 Senior Prepayment Percentage for such Distribution Date or (y) the Group
      1
      Senior Prepayment Percentage for the immediately preceding Distribution
      Date.

     

    On
      any
      Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
      1
      exceeds the initial Aggregate Senior Percentage for Collateral Pool 1, the
      Group
      1 Senior Prepayment Percentage shall be 100%.

     

    Upon
      reduction of the Certificate Principal Balance of the Group 1 Class A
      Certificates to zero, the Group 1 Senior Prepayment Percentage will equal
      0%.

     

    “Group
      1
      Subordinate Certificates”: The Class 1B1 Certificates, the Class 1B2
      Certificates, the Class 1B3 Certificates, the Class 1B4 Certificates, the Class
      1B5 Certificates and the Class 1B6 Certificates.

     

    “Group
      1
      Subordinate Percentage”: With respect to Collateral Pool 1 and any Distribution
      Date, 100% minus the Group 1 Senior Percentage for that Loan Group and
      Distribution Date.

     

    “Group
      1
      Subordinate Prepayment Percentage”:  With respect to Collateral Pool 1 and
      any Distribution Date, 100% minus the Group 1 Senior Prepayment
      Percentage.

     

    “Group
      2
      Available Distribution Amount”:  With respect to any Distribution Date
      and any Loan Group within Collateral Pool 2, an amount equal to the excess
      of
      (i) the sum attributable to the related Group 2 Mortgage Loans of (a) the
      aggregate of the Monthly Payments due on or before the Due Date relating to
      such
      Distribution Date and received by the Master Servicer (or a Sub-Servicer on
      its
      behalf) on or prior to the related Determination Date, after deduction of the
      applicable Servicing Fee and any applicable lender-paid primary mortgage
      insurance premium (b) Liquidation Proceeds, Insurance Proceeds, Principal
      Prepayments, proceeds from repurchases of and substitutions for the related
      Group 2 Mortgage Loans, Subsequent Recoveries and other unscheduled collections
      of principal and interest in respect of the related Group 2 Mortgage Loans
      or
      REO Properties received by the Master Servicer (or a Sub-Servicer on its behalf)
      during the related Prepayment Period (exclusive of any prepayment charges,
      penalties or premiums), (c) the aggregate of any amounts on deposit in the
      Distribution Account representing Compensating Interest Payment paid by the
      Master Servicer in respect of related Prepayment Interest Shortfalls relating
      to
      Principal Prepayments that occurred during the related Prepayment Period and
      (d)
      the aggregate of any P&I Advances made by the Master Servicer for such
      Distribution Date over (ii) the sum attributable to or allocable to the related
      Group 2 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
      Servicer, the Trustee (including the Trustee in its capacity as Grantor Trust
      Trustee), the Trust Administrator, Citibank or the Custodian pursuant to Section
      6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust
      Fund
      Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
      through (i)(d) above deposited in the Collection Account or the Distribution
      Account in respect of the items set forth in clauses (i)(a) through (i)(d)
      above
      in error, (c) without duplication, any amounts in respect of the items set
      forth
      in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
      Servicer or to be withdrawn by the Master Servicer from the Collection Account
      pursuant to Section 3.18.

     

    Notwithstanding
      the foregoing, (i) the Group 2 Available Distribution Amount for any
      Distribution Date shall be increased (in the case of an Undercollateralized
      Loan
      Group) or decreased (in the case of an Overcollateralized Loan Group) by any
      applicable portion of any Diverted Interest Amount for such Distribution Date,
      as provided in the definition of Diverted Interest Amount and (ii) the Group
      2
      Available Distribution Amount for any Distribution Date shall be increased
      or
      decreased, as applicable, by all or the applicable portion, as the case may
      be,
      of any Class A Principal Adjustment Amount for such Distribution Date, as
      provided in the definition of Class A Principal Adjustment Amount.

     

    Provided,
      that, on any Distribution Date on which there are Group 2 Class A Certificates
      relating to only one Loan Group remaining outstanding, the Group 2 Available
      Distribution Amount for that Distribution Date will be calculated on an
      aggregate Collateral Pool 2 basis, without regard to the related Loan
      Group.

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Prepayment Period
      in connection with the foreclosure of a Mortgage Loan in Collateral Pool 2
      exceeds the outstanding principal balance of such Mortgage Loan, such amounts
      shall be included in the related Group 2 Available Distribution Amount only
      to
      the extent of Realized Losses incurred during the related Prepayment Period
      with
      respect to Mortgage Loans in Collateral Pool 2 and the remainder will be held
      in
      a reserve fund established by or on behalf of the Trust Administrator in order
      to offset any future Realized Losses incurred. Prepayment premiums or charges
      collected in respect of the Group 2 Mortgage Loans in any Loan Group included
      in
      Collateral Pool 2 will be retained by the Master Servicer or the related
      Sub-Servicer and will not be included in the Group 2 Available Distribution
      Amount.

     

    “Group
      2
      Certificates”: The Group 2 Senior Certificates and the Group 2 Subordinate
      Certificates.

     

    “Group
      2
      Class A Certificates”: The Class 2A1A Certificates, the 22AA Certificates, the
      Class 2A2A Certificates, the Class 2A2B Certificates, the Class 212B
      Certificates, the Class 2A3A Certificates, the Class 2A3B Certificates, the
      Class 2A4A Certificates, the Class 2A4B Certificates, the Class 2A5A
      Certificates and the Class 2A5B Certificates.  The Class 212B
      Certificates are comprised of the 2A1B Component and the 22AB
      Component.

     

    “Group
      2
      Interest Only Certificates”: The Class 2A2IO Certificates and the Class 2A3IO
      Certificates.

     

    “Group
      2
      Loan Group”: Any of Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group
      2-4 or Loan Group 2-5.

     

    “Group
      2
      Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
      Loan Schedule.

     

    “Group
      2
      Residual Certificates”: The Class 2R Certificates.

     

    “Group
      2-1 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      2-2 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      2-3 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      2-4 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      2-5 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      2
      Senior Certificates”: The Group 2 Class A Certificates, the Class 2R
      Certificates and the Group 2 Interest Only Certificates.

     

    “Group
      2
      Senior Percentage”: With respect to any Distribution Date and a Loan Group
      included in Collateral Pool 2, the lesser of (a) 100% and (b) a fraction,
      expressed as a percentage, the numerator of which is the excess, if any, of
      the
      aggregate Certificate Principal Balance of the related Group 2 Senior
      Certificates for such Distribution Date over the aggregate amount, if any,
      payable to the Holders of the related Group 2 Senior Certificates on such date
      pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
      Principal Balance of the related Group 2 Mortgage Loans, plus (ii) the aggregate
      Scheduled Principal Balance of the REO Properties in the related Loan Group
      as
      of the first day of the related Due Period.

     

    Notwithstanding
      the foregoing, on any Cross-Collateralization Date on which (x) the sum of
      (i)
      the aggregate Scheduled Principal Balance of the related Group 2 Mortgage Loans,
      plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
      the
      related Loan Group as of the first day of the related Due Period exceeds (y)
      the
      excess, if any, of the Certificate Principal Balance of the related Group 2
      Class A Certificates for such Distribution Date over the aggregate amount,
      if
      any, payable to the Holders of the related Group 2 Class A Certificates on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” the Group 2 Senior Percentage will equal the lesser of (a) 100% and (b)
      fraction, expressed as a percentage, the numerator of which is the sum of (i)
      the excess, if any, of the Certificate Principal Balance of the related Group
      2
      Class A Certificates for such Distribution Date over the aggregate amount,
      if
      any, payable to the Holders of the related Group 2 Class A Certificates on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” plus (ii) that portion of the Overcollateralized Amount with respect to
      Collateral Pool 2 that is subtracted from the related Group 2 Available
      Distribution Amount on such Distribution Date, and the denominator of which
      is
      the sum of (i) the aggregate Scheduled Principal Balance of the related Group
      2
      Mortgage Loans as of the first day of the related Due Period, plus (ii) the
      aggregate Scheduled Principal Balance of the REO Properties in the related
      Loan
      Group as of the first day of the related Due Period. On any Distribution Date
      after the reduction of the Certificate Principal Balances of the related Group
      2
      Class A Certificates relating to all but one Loan Group to zero, the Group
      2
      Senior Percentage for that remaining Loan Group will be the lesser of (a) 100%
      and (b) a fraction, expressed as a percentage, the numerator of which is the
      excess, if any, of the Certificate Principal Balance of the related Group 2
      Class A Certificates for such Distribution Date over the aggregate amount,
      if
      any, payable to the Holders of the related Group 2 Class A Certificates on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
      Principal Balance of the Group 2 Mortgage Loans as of the first day of the
      related Due Period, plus (ii) the aggregate Scheduled Principal Balance of
      the
      REO Properties in Collateral Pool 2 as of the first day of the related Due
      Period.

     

     “Group
      2 Senior Prepayment Percentage”: With respect to any Distribution Date and any
      Loan Group included in Collateral Pool 2, within the range indicated below,
      the
      percentage as indicated below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                Group
                  2 Senior Prepayment Percentage

              

            
	
              November

            	
              2007

            	
              Through
                October

            	
              2014

            	 	
              100%

            
	
              November

            	
              2014

            	
              Through
                October

            	
              2015

            	 	
              related
                Group 2 Senior Percentage, plus 70% of the related Group 2 Subordinate
                Percentage

            
	
              November

            	
              2015

            	
              Through
                October

            	
              2016

            	 	
              related
                Group 2 Senior Percentage, plus 60% of the related Group 2 Subordinate
                Percentage

            
	
              November

            	
              2016

            	
              Through
                October

            	
              2017

            	 	
              related
                Group 2 Senior Percentage, plus 40% of the related Group 2 Subordinate
                Percentage

            
	
              November

            	
              2017

            	
              Through
                October

            	
              2018

            	 	
              related
                Group 2 Senior Percentage, plus 20% of the related Group 2 Subordinate
                Percentage

            
	
              November

            	
              2018

            	
              And
                thereafter

            	 	 	
              related
                Group 2 Senior Percentage

            


    

    


    provided,
      however, no reduction to a Group 2 Senior Prepayment Percentage
      described above shall be made as of any Distribution Date unless (i) the
      outstanding principal balance of the Group 2 Mortgage Loans (a)
      delinquent  60 days or more (including REO Properties and Mortgage
      Loans in foreclosure or in bankruptcy and that are also delinquent 60 days
      or
      more)  averaged over the last six months (or such fewer number of
      months as have elapsed from the Cut-Off Date through the end of the related
      Prepayment Period) and (b) the subject of a modification within the previous
      twelve months prior to such Distribution Date, but not prior to the Closing
      Date, does not exceed 50% of the sum of the then current Certificate Principal
      Balances of the Group 2 Subordinate Certificates and (ii) Realized Losses on
      the
      Group 2 Mortgage Loans to date are less than the then applicable Trigger
      Amount.

     

    On
      any
      Distribution Date on which Realized Losses on the Group 2 Mortgage Loans to
      date
      are greater than the then applicable Trigger Amount, the Group 2 Senior
      Prepayment Percentage for each Loan Group within Collateral Pool 2 will be
      the
      greater of (x) the related Group 2 Senior Prepayment Percentage for such
      Distribution Date or (y) the related Group 2 Senior Prepayment Percentage for
      the immediately preceding Distribution Date.

     

    Notwithstanding
      the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage
      for Collateral Pool 2, prior to giving effect to any distributions on such
      Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
      Percentage for Collateral Pool 2 as of the Cut-Off Date, (b) the provisions
      of
      clause (i) of the second preceding paragraph are met and (c) (i) on or prior
      to
      the Distribution Date occurring in October 2010, cumulative Realized Losses
      on
      the Group 2 Mortgage Loans as of the end of the related Prepayment Period do
      not
      exceed 20% of the initial aggregate Certificate Principal Balance of the Group
      2
      Subordinate Certificates and (ii) after the Distribution Date occurring in
      October 2010, cumulative Realized Losses on the Group 2 Mortgage Loans as of
      the
      end of the Prepayment Period do not exceed 30% of the initial aggregate
      Certificate Principal Balance of the Group 2 Subordinate Certificates, then
      the
      Group 2 Senior Prepayment Percentage for such Distribution Date and each Loan
      Group within Collateral Pool 2 will equal the related Group 2 Senior Percentage
      plus 50% of the related Group 2 Subordinate Percentage for such Distribution
      Date, if such Distribution Date is prior to November 2010, and will equal the
      related Group 2 Senior Percentage for such Distribution Date, if such
      Distribution Date occurs on or after November 2010.

     

    On
      any
      Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
      2
      exceeds the initial Aggregate Senior Percentage for Collateral Pool 2, the
      Group
      2 Senior Prepayment Percentage for each Loan Group within Collateral Pool 2
      shall be 100%.

     

    Upon
      reduction of the Certificate Principal Balances of the related Group 2 Class
      A
      Certificates to zero, the Group 2 Senior Prepayment Percentage for the related
      Loan Group shall be 0%.

     

    “Group
      2
      Subordinate Certificates”: The Class 2B1 Certificates, the Class 2B2
      Certificates, the Class 2B3 Certificates, the Class 2B4 Certificates, the Class
      2B5 Certificates and the Class 2B6 Certificates.

     

    “Group
      2
      Subordinate Net WAC Rate”: For any Distribution Date and
      the Group 2 Subordinate Certificates, a per annum rate equal to the weighted
      average (weighted in proportion to the results of subtracting, from the
      aggregate Scheduled Principal Balance, as of the first day of the related Due
      Period, of the Mortgage Loans in each of Loan Group 2-1, Loan Group 2-2, Loan
      Group 2-3, Loan Group 2-4 and Loan Group 2-5, the Certificate Principal Balance
      of the related Group 2 Class A Certificates and, from the aggregate Scheduled
      Principal Balance, as of the first day of the related Due Period, from the
      Mortgage Loans in Loan Group 2-4, the Certificate Principal Balances of the
      Class 2R Certificates) of the Net WAC Rate of the Group 2-1 Mortgage Loans,
      the
      Net WAC Rate of the Group 2-2 Mortgage Loans, the Net WAC Rate of the Group
      2-3
      Mortgage Loans, the Net WAC Rate of the Group 2-4 Mortgage Loans and the Net
      WAC
      Rate of the Group 2-5 Mortgage Loans.  For federal income tax
      purposes, the equivalent of the foregoing shall be expressed as the weighted
      average of the REMIC II-B Remittance Rates on REMIC II-B Regular Interest LT-B1,
      REMIC II-B Regular Interest LT-B2, REMIC II-B Regular Interest LT-B3, REMIC
      II-B
      Regular Interest LT-B4, REMIC II-B Regular Interest LT-B5 and REMIC II-B Regular
      Interest LT-B6, weighted on the basis of the Uncertificated Balance of each
      such
      REMIC II-B Regular Interest.

     

     “Group
      2 Subordinate Percentage”: With respect to any Loan Group within Collateral Pool
      2 and any Distribution Date, 100% minus the Group 2 Senior Percentage for that
      Loan Group and Distribution Date.

     

    “Group
      2
      Subordinate Prepayment Percentage”: With respect to any Loan Group within
      Collateral Pool 2 and any Distribution Date, 100% minus the related Group 2
      Senior Prepayment Percentage for the Loan Group and Distribution
      Date.

     

    “Group
      3
      Available Distribution Amount”:  With respect to any Distribution Date
      and any Loan Group within Collateral Pool 3, an amount equal to the excess
      of
      (i) the sum attributable to the related Group 3 Mortgage Loans of (a) the
      aggregate of the Monthly Payments due on or before the Due Date relating to
      such
      Distribution Date and received by the Master Servicer (or a Sub-Servicer on
      its
      behalf) on or prior to the related Determination Date, after deduction of the
      applicable Servicing Fee and any applicable lender-paid primary mortgage
      insurance premium (b) Liquidation Proceeds, Insurance Proceeds, Principal
      Prepayments, proceeds from repurchases of and substitutions for the related
      Group 3 Mortgage Loans, Subsequent Recoveries and other unscheduled collections
      of principal and interest in respect of the related Group 3 Mortgage Loans
      or
      REO Properties received by the Master Servicer (or a Sub-Servicer on its behalf)
      during the related Prepayment Period (exclusive of any prepayment charges,
      penalties or premiums), (c) the aggregate of any amounts on deposit in the
      Distribution Account representing Compensating Interest Payment paid by the
      Master Servicer in respect of related Prepayment Interest Shortfalls relating
      to
      Principal Prepayments that occurred during the related Prepayment Period and
      (d)
      the aggregate of any P&I Advances made by the Master Servicer for such
      Distribution Date over (ii) the sum attributable to or allocable to the related
      Group 3 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
      Servicer, the Trustee (including the Trustee in its capacity as Grantor Trust
      Trustee), the Trust Administrator, Citibank or the Custodian pursuant to Section
      6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust
      Fund
      Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
      through (i)(d) above deposited in the Collection Account or the Distribution
      Account in respect of the items set forth in clauses (i)(a) through (i)(d)
      above
      in error, (c) without duplication, any amounts in respect of the items set
      forth
      in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
      Servicer or to be withdrawn by the Master Servicer from the Collection Account
      pursuant to Section 3.18.

     

    Notwithstanding
      the foregoing, (i) the Group 3 Available Distribution Amount for any
      Distribution Date shall be increased (in the case of an Undercollateralized
      Loan
      Group) or decreased (in the case of an Overcollateralized Loan Group) by any
      applicable portion of any Diverted Interest Amount for such Distribution Date,
      as provided in the definition of Diverted Interest Amount and (ii) the
      Group 3 Available Distribution Amount for any Distribution Date shall be
      increased or decreased, as applicable, by all or the applicable portion, as
      the
      case may be, of any Class A Principal Adjustment Amount for such Distribution
      Date, as provided in the definition of Class A Principal Adjustment
      Amount.

     

    Provided,
      that, on any Distribution Date on which there are Group 3 Class A Certificates
      relating to only one Loan Group remaining outstanding, the Group 3 Available
      Distribution Amount for that Distribution Date will be calculated on an
      aggregate Collateral Pool 2 basis, without regard to the related Loan
      Group.

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Prepayment Period
      in connection with the foreclosure of a Mortgage Loan in Collateral Pool 3
      exceeds the outstanding principal balance of such Mortgage Loan, such amounts
      shall be included in the related Group 3 Available Distribution Amount only
      to
      the extent of Realized Losses incurred during the related Prepayment Period
      with
      respect to Mortgage Loans in Collateral Pool 3 and the remainder will be held
      in
      a reserve fund established by or on behalf of the Trust Administrator in order
      to offset any future Realized Losses incurred. Prepayment premiums or charges
      collected in respect of the Group 3 Mortgage Loans in any Loan Group included
      in
      Collateral Pool 3 to the extent required to be remitted to the Trust by the
      related Sub-Servicer in accordance with the applicable Sub-Servicing Agreement,
      will be distributed to the Holders of the Class 3P Certificates and will not
      be
      included in the Group 3 Available Distribution Amount.

     

    “Group
      3
      Certificates”: The Group 3 Senior Certificates, the Group 3 Subordinate
      Certificates and the Class 3P Certificates.

     

    “Group
      3
      Class A Certificates”. The Class 31AA Certificates, Class 3A1A Certificates, the
      Class 3A1B Certificates, the Class 3A1C Certificates, the Class 31AB
      Certificates, the 3A2A Certificates, the Class 3A2B Certificates, the Class
      3A3A
      Certificates and  the Class 3A3B Certificates.

     

    “Group
      3
      Floating Rate Certificates”: The Class 31AA Certificates, Class 3A1A
      Certificates, the Class 3A1B Certificates, the Class 3A1C Certificates and
      the
      Class 31AB Certificates.

     

    “Class
      3
      Interest Only Certificates”: The Class 3A1IO Certificates.

     

    “Group
      3
      Loan Group”: Any of Loan Group 3-1, Loan Group 3-2 or Loan Group
      3-3.

     

    “Group
      3
      Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
      Loan Schedule.

     

    “Group
      3
      Residual Certificates”: The Class 3R Certificates.

     

    “Group
      3-1 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      3-2 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      3-3 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      3
      Senior Certificates”: The Group 3 Class A Certificates, the Class 3R
      Certificates and the Class 3 Interest Only Certificates.

     

    “Group
      3
      Senior Percentage”: With respect to any Distribution Date and a Loan Group
      included in Collateral Pool 3, the lesser of (a) 100% and (b) a fraction,
      expressed as a percentage, the numerator of which is the excess, if any, of
      the
      aggregate Certificate Principal Balance of the related Group 3 Senior
      Certificates for such Distribution Date, over the aggregate amount, if any,
      payable to the Holders of the related Group 3 Senior Certificates on such date
      pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
      Principal Balance of the related Group 3 Mortgage Loans, plus (ii) the aggregate
      Scheduled Principal Balance of the REO Properties in the related Loan Group
      as
      of the first day of the related Due Period.

     

    Notwithstanding
      the foregoing, on any Cross-Collateralization Date on which (x) the sum of
      (i)
      the aggregate Scheduled Principal Balance of the related Group 3 Mortgage Loans,
      plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
      the
      related Loan Group as of the first day of the related Due Period exceeds (y)
      the
      excess, if any, of the Certificate Principal Balance of the related Group 3
      Class A Certificates for such Distribution Date over the aggregate amount,
      if
      any, payable to the Holders of the related Group 3 Class A Certificates on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” the Group 3 Senior Percentage will equal the lesser of (a) 100% and (b)
      fraction, expressed as a percentage, the numerator of which is the sum of (i)
      the excess, if any, of the Certificate Principal Balance of the related Group
      3
      Class A Certificates for such Distribution Date over the aggregate amount,
      if
      any, payable to the Holders of the related Group 3 Class A Certificates on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” plus (ii) that portion of the Overcollateralized Amount with respect to
      Collateral Pool 3 that is subtracted from the related Group 3 Available
      Distribution Amount on such Distribution Date, and the denominator of which
      is
      the sum of (i) the aggregate Scheduled Principal Balance of the related Group
      3
      Mortgage Loans as of the first day of the related Due Period, plus (ii) the
      aggregate Scheduled Principal Balance of the REO Properties in the related
      Loan
      Group as of the first day of the related Due Period. On any Distribution Date
      after the reduction of the Certificate Principal Balances of the related Group
      3
      Class A Certificates relating to all but one Loan Group to zero, the Group
      3
      Senior Percentage for that remaining Loan Group will be the lesser of (a) 100%
      and (b) a fraction, expressed as a percentage, the numerator of which is the
      excess, if any, of the Certificate Principal Balance of the related Group 3
      Class A Certificates for such Distribution Date over the aggregate amount,
      if
      any, payable to the Holders of the related Group 3 Class A Certificates on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
      Principal Balance of the Group 3 Mortgage Loans as of the first day of the
      related Due Period, plus (ii) the aggregate Scheduled Principal Balance of
      the
      REO Properties in Collateral Pool 3 as of the first day of the related Due
      Period.

     

     “Group
      3 Senior Prepayment Percentage”: With respect to any Distribution Date and any
      Loan Group included in Collateral Pool 3, within the range indicated below,
      the
      percentage as indicated below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                Group
                  3 Senior Prepayment Percentage

              

            
	
              November

            	
              2007

            	
              Through
                October

            	
              2014

            	 	
              100%

            
	
              November

            	
              2014

            	
              Through
                October

            	
              2015

            	 	
              related
                Group 3 Senior Percentage, plus 70% of the related Group 3 Subordinate
                Percentage

            
	
              November

            	
              2015

            	
              Through
                October

            	
              2016

            	 	
              related
                Group 3 Senior Percentage, plus 60% of the related Group 3 Subordinate
                Percentage

            
	
              November

            	
              2016

            	
              Through
                October

            	
              2017

            	 	
              related
                Group 3 Senior Percentage, plus 40% of the related Group 3 Subordinate
                Percentage

            
	
              November

            	
              2017

            	
              Through
                October

            	
              2018

            	 	
              related
                Group 3 Senior Percentage, plus 20% of the related Group 3 Subordinate
                Percentage

            
	
              November

            	
              2018

            	
              And
                thereafter

            	 	 	
              related
                Group 3 Senior Percentage

            


    

    


    provided,
      however, no reduction to a Group 3 Senior Prepayment Percentage
      described above shall be made as of any Distribution Date unless (i) the
      outstanding principal balance of the Group 3 Mortgage Loans (a) delinquent
      60
      days or more (including REO Properties and Mortgage Loans in foreclosure or
      in
      bankruptcy and that are also delinquent 60 days or more), averaged over the
      last
      six months (or such fewer number of months as have elapsed from the Cut-Off
      Date
      through the end of the related Prepayment Period) and (b) the subject of a
      modification within the previous twelve months prior to such Distribution Date,
      but not prior to the Closing Date does not exceed 50% of the sum of the then
      current Certificate Principal Balances of the Group 3 Subordinate Certificates
      and (ii) Realized Losses on the Group 3 Mortgage Loans to date are less than
      the
      then applicable Trigger Amount.

     

    On
      any
      Distribution Date on which Realized Losses on the Group 3 Mortgage Loans to
      date
      are greater than the then applicable Trigger Amount, the Group 3 Senior
      Prepayment Percentage for each Loan Group within Collateral Pool 3 will be
      the
      greater of (x) the related Group 3 Senior Prepayment Percentage for such
      Distribution Date or (y) the related Group 3 Senior Prepayment Percentage for
      the immediately preceding Distribution Date.

     

    Notwithstanding
      the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage
      for Collateral Pool 3, prior to giving effect to any distributions on such
      Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
      Percentage for Collateral Pool 3 as of the Cut-Off Date, (b) the provisions
      of
      clause (i) of the second preceding paragraph are met and (c) (i) on or prior
      to
      the Distribution Date occurring in October 2010, cumulative Realized Losses
      on
      the Group 3 Mortgage Loans as of the end of the related Prepayment Period do
      not
      exceed 20% of the initial aggregate Certificate Principal Balance of the Group
      3
      Subordinate Certificates and (ii) after the Distribution Date occurring in
      October 2010, cumulative Realized Losses on the Group 3 Mortgage Loans as of
      the
      end of the Prepayment Period do not exceed 30% of the initial aggregate
      Certificate Principal Balance of the Group 3 Subordinate Certificates, then
      the
      Group 3 Senior Prepayment Percentage for such Distribution Date and each Loan
      Group within Collateral Pool 3 will equal the related Group 3 Senior Percentage
      plus 50% of the related Group 3 Subordinate Percentage for such Distribution
      Date, if such Distribution Date is prior to November 2010, and will equal the
      related Group 3 Senior Percentage for such Distribution Date, if such
      Distribution Date occurs on or after November 2010.

     

    On
      any
      Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
      3
      exceeds the initial Aggregate Senior Percentage for Collateral Pool 3, the
      Group
      3 Senior Prepayment Percentage for each Loan Group within Collateral Pool 3
      shall be 100%.

     

    Upon
      reduction of the Certificate Principal Balances of the related Group 3 Class
      A
      Certificates to zero, the Group 3 Senior Prepayment Percentage for the related
      Loan Group shall be 0%.

     

    “Group
      3
      Subordinate Certificates”: The Class 3B1 Certificates, the Class 3B2
      Certificates, the Class 3B3 Certificates, the Class 3B4 Certificates, the Class
      3B5 Certificates and the Class 3B6 Certificates.

     

    “Group
      3
      Subordinate Net WAC Rate”: For any Distribution Date and
      the Group 3 Subordinate Certificates, a per annum rate equal to the weighted
      average (weighted in proportion to the results of subtracting, from the
      aggregate Scheduled Principal Balance, as of the first day of the related Due
      Period, of the Mortgage Loans in each of Loan Group 3-1, Loan Group 3-2 and
      Loan
      Group 3-3, the Certificate Principal Balance of the related Group 3 Class A
      Certificates and, from the aggregate Scheduled Principal Balance, as of the
      first day of the related Due Period, from the Mortgage Loans in Loan Group
      3-3,
      the Certificate Principal Balances of the Class 3R Certificates and Class 3P
      Certificates) of the Net WAC Rate of the Group 3-1 Mortgage Loans, the Net
      WAC
      Rate of the Group 3-2 Mortgage Loans and the Net WAC Rate of the Group 3-3
      Mortgage Loans.  For federal income tax purposes, the equivalent of
      the foregoing shall be expressed as the weighted average of the REMIC III-B
      Remittance Rates on REMIC III-B Regular Interest LT-B1, REMIC III-B Regular
      Interest LT-B2, REMIC III-B Regular Interest LT-B3, REMIC III-B Regular Interest
      LT-B4, REMIC III-B Regular Interest LT-B5 and REMIC III-B Regular Interest
      LT-B6, weighted on the basis of the Uncertificated Balance of each such REMIC
      III-B Regular Interest.

     

    “Group
      3
      Subordinate Percentage”: With respect to any Loan Group within Collateral Pool 3
      and any Distribution Date, 100% minus the Group 3 Senior Percentage for that
      Loan Group and Distribution Date.

     

    “Group
      3
      Subordinate Prepayment Percentage”: With respect to any Loan Group within
      Collateral Pool 3 and any Distribution Date, 100% minus the related Group 3
      Senior Prepayment Percentage for the Loan Group and Distribution
      Date.

     

    “HomeBanc”:
      HomeBanc Mortgage Corporation, or its successors in interest.

     

    “HomeBanc
      Mortgage Loans”: The Mortgage Loans originated by HomeBanc and serviced by Wells
      Fargo pursuant to the Initial Sub-Servicing Agreement to which it is a
      party.

     

    “Independent”:
      When used with respect to any specified Person, any such Person who (a) is
      in
      fact independent of the Depositor, the Master Servicer and their respective
      Affiliates, (b) does not have any direct financial interest in or any material
      indirect financial interest in the Depositor, the Master Servicer or any
      Affiliate thereof, and (c) is not connected with the Depositor, the Master
      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 Master 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 Master Servicer or any Affiliate thereof, as the case
      may be.

     

    “Independent
      Contractor”: Either (i) any Person (other than the Master 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 Master 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 any Adjustable-Rate Mortgage Loan, the index for the adjustment
      of the Mortgage Rate set forth as such on the related Mortgage
      Note.

     

    “Initial
      Sub-Servicer”:  Each of CitiMortgage, Citi Residential, Countrywide
      Servicing, GreenPoint, National City Mortgage Co., Orchid, SunTrust and Wells
      Fargo.

     

    “Initial
      Sub-Servicing Agreement”: With respect to the Mortgage Loans, (i) the Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of September 1, 2006,
      between Citigroup Global Markets Realty Corp. as Initial Purchaser and Opteum
      Financial Services, LLC (d/b/a/ Orchid Island TRS, LLC) as Seller and Servicer,
      (ii) the Master Mortgage Loan Purchase and Servicing Agreement, dated as of
      February 1, 2005, and as amended on December 28, 2005, between Citigroup Global
      Markets Realty Corp. as Initial Purchaser and CitiMortgage, Inc. as Seller
      and
      Servicer, (iii) the Amended and Restated Master Mortgage Loan Purchase and
      Servicing Agreement, dated as of December 15, 2003, and as amended on February
      28, 2006, between Countrywide Servicing and the Seller, as amended; (iv) the
      Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1,
      2005, and as amended on May 1, 2006 between Citigroup Global Markets Realty
      Corp. as Initial Purchaser and GreenPoint Mortgage Funding, Inc. as Seller
      and
      Servicer, (v) the Amended and Restated Master Seller’s Warranties and Servicing
      Agreement, dated as of September 1, 2003, as amended and restated to and
      including May 1, 2005, and as amended on April 5, 2006, between National City
      Mortgage Co. and the Seller, (vi) the Amended and Restated Master Mortgage
      Loan
      Purchase and Servicing Agreement, dated as of July 1, 2005, as amended on
      February 22, 2006 and as further amended on March 16, 2007, between Citigroup
      Global Markets Realty Corp. as Initial Purchaser and SunTrust Mortgage, Inc.
      as
      Seller and Servicer, (vii) the Servicing Agreement, dated as of September 1,
      2007, between Citigroup Global Markets Realty Corp. and Citi Residential Lending
      Inc. and (viii) the Amended and Restated Master Mortgage Loan Purchase
      Agreement, dated as of March 1, 2006, between Wells Fargo and the Seller, as
      amended; each as modified as of the date hereof.

     

    “Insurance
      Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, 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
      Master 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”: The Interest Accrual Period for any
      Distribution Date and any Class of Certificates (other than any Class of Group
      3
      Floating Rate Certificates) and with respect to each Underlying Interest, the
      calendar month preceding the month in which the Distribution Date occurs, and
      each such Interest Accrual Period shall be deemed to be 30 days regardless
      of
      its actual length.  With respect to any Distribution Date and the
      Group 3 Floating Rate Certificates, the period commencing on the
      Distribution Date of the month immediately preceding the month in which the
      Distribution Date occurs or, in the case of the first Distribution Date,
      commencing on the Closing Date, and ending on the day immediately preceding
      the
      Distribution Date.  All distributions of interest on the Certificates
      (other than the Group 3 Floating Rate Certificates) and the Underlying Interests
      will be based on a 360-day year consisting of twelve 30-day Interest Accrual
      Periods.  All distributions of interest on the Group 3 Floating Rate
      Certificates will be based on a 360-day year and the actual number of days
      in
      the applicable Interest Accrual Period.

     

     “Interest
      Distribution Amount”: With respect to any Class of Group 1 Certificates for any
      Distribution Date, an amount equal to one month’s interest accrued during the
      most recently ended Interest Accrual Period at the applicable Pass-Through
      Rate
      on the Certificate Principal Balance of such Class of Certificates immediately
      prior to such Distribution Date.  With respect to any Class of Group 2
      Certificates or Component for any Distribution Date, an amount equal to one
      month’s interest accrued during the most recently ended Interest Accrual Period
      at the applicable Pass Through Rate on the Certificate Principal Balance or
      Component Principal Balance or Notional Amount (in the case of the Class 2
      Interest Only Certificates) of such Class of Certificates or Component, as
      the
      case may be, immediately prior to such Distribution Date.  With
      respect to any Class of Group 3 Certificates or Underlying Interest for any
      Distribution Date, an amount equal to one month’s interest accrued during the
      most recently ended Interest Accrual Period at the applicable Pass-Through
      Rate
      on the Certificate Principal Balance or Notional Amount (in the case of the
      Class 3 Interest Only Certificates) of such Class of Certificates or Underlying
      Interest, immediately prior to such Distribution Date.  The Interest
      Distribution Amount for any such Class of Certificates or Component, as the
      case
      may be, (a) will also include, in the case of any Distribution Date subsequent
      to the initial Distribution Date, the excess, if any, of the Interest
      Distribution Amount in respect of such Class or Component, as the case may
      be,
      for the immediately preceding Distribution Date, over the aggregate
      distributions of interest made in respect of such Class or Component, as the
      case may be, pursuant to Section 4.01(a) on such immediately preceding
      Distribution Date and (b) will be reduced, in the case of any Distribution
      Date,
      by the amount of any Prepayment Interest Shortfalls (to the extent not covered
      by Compensating Interest Payments paid by related Initial Sub-Servicer or by
      the
      Master Servicer) and Relief Act Interest Shortfalls that were allocated to
      such
      Class or Component on such Distribution Date pursuant to Section
      1.02.

     

    “Interest
      Only Certificates”:  The Group 2 Interest Only Certificates and the
      Group 3 Interest Only Certificates.

     

    “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
      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, or in the case of a Cooperative Loan, the Security
      Agreement 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 the applicable
      Trust REMIC by reason of its being purchased, sold or replaced pursuant to
      or as
      contemplated by Section 2.03 or Section 3.16(c). 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 the
      applicable Trust REMIC 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 Master 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 3.16(c), Section 3.23 or Section 9.01.

     

    “LoanCity”:
      LoanCity, or its successors in interest.

     

    “LoanCity
      Mortgage Loans”: The Mortgage Loans originated by LoanCity and serviced by
      CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it is
      a
      party.

     

    “Loan
      Group”: Any of Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group 2-4,
      Loan Group 2-5, Loan Group 3-1, Loan Group 3-2 or Loan Group 3-3.

     

    “Loan
      Group 2-1”: The Loan Group consisting of the Group 2-1 Mortgage
      Loans.

     

    “Loan
      Group 2-2”: The Loan Group consisting of the Group 2-2 Mortgage
      Loans.

     

    “Loan
      Group 2-3”: The Loan Group consisting of the Group 2-3 Mortgage
      Loans.

     

    “Loan
      Group 2-4”: The Loan Group consisting of the Group 2-4 Mortgage
      Loans.

     

    “Loan
      Group 2-5”: The Loan Group consisting of the Group 2-5 Mortgage
      Loans.

     

    “Loan
      Group 3-1”: The Loan Group consisting of the Group 3-1 Mortgage
      Loans.

     

    “Loan
      Group 3-2”: The Loan Group consisting of the Group 3-2 Mortgage
      Loans.

     

    “Loan
      Group 3-3”: The Loan Group consisting of the Group 3-3 Mortgage
      Loans.

     

    “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.

     

    “Master
      Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as
      herein provided, in its capacity as Master Servicer hereunder.

     

    “Master
      Servicer Certification”:  A written certification, substantially in
      the form attached hereto as Exhibit H, signed by an officer of the Master
      Servicer.

     

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

     

    “Master
      Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New
      York time on the Business Day preceding the Distribution Date or if the
      Collection Account is held at Citibank (for so long as Citibank is the Paying
      Agent), 12:00 p.m. New York time on the Distribution Date.

     

    “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.

     

    “Metro
      City”: Metro City Mortgages
      Inc., or its successors in interest.

     

    “Metro
      City Mortgage Loans”: The Mortgage Loans originated by Metro City and serviced
      by CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it
      is a
      party.

     

    “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.

     

    “Mission
      1”: Mission 1 Funding, Inc., or its successors in interest.

     

    “Mission
      1 Mortgage Loans”: The Mortgage Loans originated by Mission 1 and serviced by
      Cenlar as a subservicer for Orchid pursuant to the Initial Sub-Servicing
      Agreement to which it is a party.

     

    “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 Master
      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.

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first 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 or Cooperative Loan transferred and assigned to the
      Trustee pursuant to Section 2.01 or Section 2.03 of this Agreement, as from
      time
      to time held as a part of REMIC I, REMIC II-A or REMIC III-A, as applicable,
      the
      Mortgage Loans so held being identified in the Mortgage Loan
      Schedule.

     

    “Mortgage
      Loan Purchase Agreement”: The agreement between the Depositor and the Seller
      regarding the transfer of the Mortgage Loans by the Seller to or at the
      direction of the Depositor, substantially in the form of Exhibit D annexed
      hereto.

     

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

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I,
      REMIC II-A or REMIC III-A on such date, attached hereto as Schedule 1. The
      Mortgage Loan Schedule shall set forth, but is not limited to, the following
      information with respect to each Mortgage Loan:

     

    (i)           the
      Master Servicer’s 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)          a
      code indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance
      Policy;

     

    (xviii)         the
      Value of the Mortgaged Property;

     

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

     

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

     

    (xxi)            the
      Servicing Fee Rate and whether the Servicing Fee Rate steps up on the initial
      Adjustment Date;

     

    (xxii)           if
      such Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage
      Rate, Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate
      Cap;

     

    (xxiii)          whether
      such Mortgage Loan has an interest-only period, and if so, the first Due Date
      on
      which Monthly Payments are scheduled to include principal
      amortization;

     

    (xxiv)           the
      Collateral Pool in which such Mortgage Loan shall reside, and in the case of
      Collateral Pool 2 and Collateral Pool 3, the Loan Group in which such Mortgage
      Loan shall reside;

     

    (xxv)            the
      originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage
      Loan; and

     

    (xxvi)           a
      code indicating if such Mortgage Loan is covered by lender-paid primary mortgage
      insurance.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans; (2) the current principal balance of such Mortgage Loans; (3)
      the weighted average Mortgage Rate of such Mortgage Loans; (4) the weighted
      average maturity of such 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 Master Servicer 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 but without regard to any reduction
      thereof as a result of a Debt Service Reduction or operation of the Relief
      Act.
      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 or Cooperative Assets.

     

    “Mortgagor”:  The
      obligor on a Mortgage Note.

     

    “National
      City Mortgage Co.”: National City Mortgage Co., or its successors in
      interest.

     

    “National
      City Mortgage Inc.”: National City Mortgage Inc., or its successors in
      interest.

     

    “National
      City Mortgage Inc. Mortgage Loans”: The Mortgage Loans originated by National
      City Mortgage Inc. and serviced by National City Mortgage Co. pursuant to the
      Initial Sub-Servicing Agreement to which it is a party.

     

    “Net
      Swap
      Payment”: The Net Swap Payment will be required to be made on or before each
      applicable Distribution Date (a) by the Grantor Trust Trustee to the Swap
      Provider, if the Fixed Swap Payment for such Distribution Date exceeds the
      Floating Swap Payment for such Distribution Date, or (b) by the Swap Provider
      to
      the Grantor Trust Trustee, if the Floating Swap Payment exceeds the Fixed Swap
      Payment for such Distribution Date.

     

    “Net
      WAC
      Rate”:  The Net WAC Rate for any Distribution Date and the Group 1
      Mortgage Loans is a rate per annum equal to the weighted average of the Expense
      Adjusted Mortgage Rates of the Group 1 Mortgage Loans, weighted based on their
      Principal Balances as of the first day of the related Due Period (after giving
      effect to scheduled payments of principal due during the Due Period including
      such first day, to the extent received or advanced, and unscheduled collections
      of principal distributed on the prior Distribution Date).

     

    The
      Net
      WAC Rate for any Distribution Date and the Group 2 Mortgage Loans is a rate
      per annum equal to the weighted average of the Expense Adjusted Mortgage Rates
      of the Group 2 Mortgage Loans, weighted based on
      their principal balances as of the first day of the related Due Period
      (after giving effect to scheduled payments of principal due during the Due
      Period including such first day, to the extent received or advanced, and
      unscheduled collections of principal distributed on the prior Distribution
      Date).  The Net WAC Rate for any Distribution Date and the Group 2-1
      Mortgage Loans is a rate per annum equal to the weighted average of the Expense
      Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on
      their
      principal balances as of the first day of the related Due Period (after giving
      effect to scheduled payments of principal due during the Due Period including
      such first day, to the extent received or advanced, and unscheduled collections
      of principal distributed on the prior Distribution Date). For federal income
      tax
      purposes, the equivalent of the foregoing shall be expressed as the weighted
      average of the REMIC II-B Remittance Rates on REMIC II-B Regular Interest LT2A1A
      and REMIC II-B Regular Interest LT212B(1), weighted on the basis of the
      Uncertificated Balance of such REMIC II-B Regular Interest. The Net WAC Rate
      for
      any Distribution Date and the Group 2-2 Mortgage Loans is a rate per annum
      equal
      to the weighted average of the Expense Adjusted Mortgage Rates of the Group
      2-2
      Mortgage Loans, weighted based on their principal balances as of the first
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the Due Period including such first day, to the extent
      received or advanced, and unscheduled collections of principal distributed
      on
      the prior Distribution Date).  For federal income tax purposes, the
      equivalent of the foregoing shall be expressed as the weighted average of the
      REMIC II-B Remittance Rates on REMIC II-B Regular Interest LT21AA, REMIC II-B
      Regular Interest LT2A2A, REMIC II-B Regular Interest LT2A2B and REMIC II-B
      Regular Interest LT212B(2), weighted on the basis of the Uncertificated Balance
      of each such REMIC II-B Regular Interest. The Net WAC Rate for any Distribution
      Date and the Group 2-3 Mortgage Loans is a rate per annum equal to the weighted
      average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans,
      weighted based on their principal balances as of the first day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the Due Period including such first day, to the extent received or advanced,
      and
      unscheduled collections of principal distributed on the prior Distribution
      Date).  For federal income tax purposes, the equivalent of the
      foregoing shall be expressed as the weighted average of the REMIC II-B
      Remittance Rates on REMIC II-B Regular Interest LT2A3A and REMIC II-B Regular
      Interest LT2A3B, weighted on the basis of the Uncertificated Balance of each
      such REMIC II-B Regular Interest. The Net WAC Rate for any Distribution Date
      and
      the Group 2-4 Mortgage Loans is a rate per annum equal to the weighted average
      of the Expense Adjusted Mortgage Rates of the Group 2-4 Mortgage Loans, weighted
      based on their principal balances as of the first day of the related Due Period
      (after giving effect to scheduled payments of principal due during the Due
      Period including such first day, to the extent received or advanced, and
      unscheduled collections of principal distributed on the prior Distribution
      Date). For federal income tax purposes, the equivalent of the foregoing shall
      be
      expressed as the weighted average of the REMIC II-B Remittance Rates on REMIC
      II-B Regular Interest LT2A4A and REMIC II-B Regular Interest LT2A4B, weighted
      on
      the basis of the Uncertificated Balance of each such REMIC II-B Regular
      Interest. The Net WAC Rate for any Distribution Date and the Group 2-5 Mortgage
      Loans is a rate per annum equal to the weighted average of the Expense Adjusted
      Mortgage Rates of the Group 2-5 Mortgage Loans, weighted based on their
      principal balances as of the first day of the related Due Period (after giving
      effect to scheduled payments of principal due during the Due Period including
      such first day, to the extent received or advanced, and unscheduled collections
      of principal distributed on the prior Distribution Date). For federal income
      tax
      purposes, the equivalent of the foregoing shall be expressed as the weighted
      average of the REMIC II-B Remittance Rates on REMIC II-B Regular Interest LT2A5A
      and REMIC II-B Regular Interest LT2A5B, weighted on the basis of the
      Uncertificated Balance of each such REMIC II-B Regular Interest.

     

    The
      Net
      WAC Rate for any Distribution Date and the Group 3 Mortgage Loans is a rate
      per
      annum equal to the weighted average of the Expense Adjusted Mortgage Rates
      of
      the Group 3 Mortgage Loans, weighted based on their principal balances as of
      the
      first day of the related Due Period (after giving effect to scheduled payments
      of principal due during the Due Period including such first day, to the extent
      received or advanced, and unscheduled collections of principal distributed
      on
      the prior Distribution Date). The Net WAC Rate for any Distribution Date and
      the
      Group 3-1 Mortgage Loans is a rate per annum equal to the weighted average
      of
      the Expense Adjusted Mortgage Rates of the Group 3-1 Mortgage Loans, weighted
      based on their principal balances as of the first day of the related Due Period
      (after giving effect to scheduled payments of principal due during the Due
      Period including such first day, to the extent received or advanced, and
      unscheduled collections of principal distributed on the prior Distribution
      Date). For federal income tax purposes, the equivalent of the foregoing shall
      be
      expressed as the weighted average of the REMIC III-B Remittance Rates on REMIC
      III-B Regular Interest LT31AA, REMIC III-B Regular Interest LT3A1A, REMIC III-B
      Regular Interest LT3A1B, REMIC III Regular Interest LT3A1C and REMIC III-B
      Regular Interest LT31AB, weighted on the basis of the Uncertificated Balance
      of
      each such REMIC III-B Regular Interest. The Net WAC Rate for any Distribution
      Date and the Group 3-2 Mortgage Loans is a rate per annum equal to the weighted
      average of the Expense Adjusted Mortgage Rates of the Group 3-2 Mortgage Loans,
      weighted based on their principal balances as of the first day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the Due Period including such first day, to the extent received or advanced,
      and
      unscheduled collections of principal distributed on the prior Distribution
      Date).  For federal income tax purposes, the equivalent of the
      foregoing shall be expressed as the weighted average of the REMIC III-B
      Remittance Rates on REMIC III-B Regular Interest LT3A2A and REMIC III-B Regular
      Interest LT3A2B, weighted on the basis of the Uncertificated Balance of each
      such REMIC III-B Regular Interest. The Net WAC Rate for any Distribution Date
      and the Group 3-3 Mortgage Loans is a rate per annum equal to the weighted
      average of the Expense Adjusted Mortgage Rates of the Group 3-3 Mortgage Loans,
      weighted based on their principal balances as of the first day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the Due Period including such first day, to the extent received or advanced,
      and
      unscheduled collections of principal distributed on the prior Distribution
      Date).  For federal income tax purposes, the equivalent of the
      foregoing shall be expressed as the weighted average of the REMIC III-B
      Remittance Rates on REMIC III-B Regular Interest LT3A3A and REMIC III-B Regular
      Interest LT3A3B, weighted on the basis of the Uncertificated Balance of each
      such REMIC III-B Regular Interest.

     

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

     

    “Nonrecoverable
      P&I Advance”: Any P&I 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 Master Servicer, will not or, in the case of a proposed P&I
      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”:  For any Distribution Date and the Class 2A2IO Certificates,
      the Certificate Principal Balance of the Class 2A2A Certificates immediately
      prior to such Distribution Date.  For federal income tax purposes, the
      Notional Amount of the Class 2A2IO Certificate for any Distribution Date shall
      be the Uncertificated Balance of REMIC II-B Regular Interest
      LT2A2A.  For any Distribution Date and the Class 2A3IO Certificates,
      the Certificate Principal Balance of the Class 2A3A Certificates immediately
      prior to such Distribution Date.  For federal income tax purposes, the
      Notional Amount of the Class 2A31IO Certificate for any Distribution Date shall
      be the Uncertificated Balance of REMIC II-B Regular Interest
      LT2A3A.  For any Distribution Date and the Class 3A1IO Certificates,
      the sum of the aggregate Certificate Principal Balance of the Group 3 Floating
      Rate Certificates.  For federal income tax purposes, the Notional
      Amount of the Class 3A1IO Certificates for any Distribution Date shall be the
      aggregate Uncertificated Balances of REMIC III-B Regular Interest LT31AA, REMIC
      III-B Regular Interest LT3A1A, REMIC III-B Regular Interest LT3A1B, REMIC III-B
      Regular Interest LT3A1C and REMIC III-B Regular Interest
      LT31AB.

     

    “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 Seller or the Depositor, as applicable; with
      respect to the Master Servicer, any officer who is authorized to act for the
      Master Servicer in matters relating to this Agreement, and whose action is
      binding upon the Master Servicer, initially including those individuals whose
      names appear on the list of authorized officers delivered at the
      closing.

     

    “One-Month
      LIBOR”: As defined in the Swap Agreement.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be
      salaried counsel for the Depositor, the Master 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, (b) compliance
      with the REMIC Provisions must be an opinion of Independent counsel or (c)
      the
      qualification of the Grantor Trust as a grantor trust under subpart E, Part
      I of
      subchapter J of the Code for federal income tax purposes.

     

    “Orchid”:
      Orchid Island TRS, LLC, or its successors in interest.

     

    “Orchid
      Mortgage Loans”: The Mortgage Loans originated by Orchid and serviced by Cenlar
      as a subservicer for Orchid pursuant to the Initial Sub-Servicing Agreement
      to
      which it is a party.

     

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

     

    “Originator”:
      American Home, Argent, CitiMortgage, Countrywide, GreenPoint, HomeBanc,
      LoanCity, Metro City, Mission 1, National City Mortgage Inc., Orchid, PennFed,
      Sea Breeze, Secured Bankers, SunTrust, Taylor, Bean, Weichert and Wells
      Fargo.

     

    “Overcollateralized
      Amount”: As to any Distribution Date and Collateral Pool 2 or Collateral Pool 3,
      an amount equal to the sum of the Undercollateralized Amounts for the Loan
      Groups relating to the same Collateral Pool.

     

    “Overcollateralized
      Loan Group”: With respect to the Class A Certificates relating to Collateral
      Pool 2 or Collateral Pool 3, as to any Distribution Date on which there are
      one
      or more Undercollateralized Loan Groups, any Loan Group within such Collateral
      Pool for which there is no Undercollateralized Amount.

     

    “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”:  The Pass-Through Rate for each Class of Certificates and each
      Distribution Date will be as follows:

     

    
      	
              Class
                1A1A and Class A1B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 1 Mortgage Loans.

            
	
              Group
                1 Subordinate Certificates:

            	
               

               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 1 Mortgage Loans.

               

            
	
              Class
                1R:

            	
              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 1 Mortgage Loans.

            
	
              Class
                2A1A and Class 2A1B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-1 Mortgage Loans.

               

            
	
              Class
                2A2A:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 58th
                Distribution
                Date, a per annum rate equal to the Net WAC Rate of the Group 2-2
                Mortgage
                Loans minus 0.458%. For each Distribution Date after the 58th
                Distribution
                Date, a per annum rate equal to the Net WAC Rate of the Group 2-2
                Mortgage.

               

            
	
              Class
                2A2IO:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 58th
                Distribution
                Date, 0.458% per annum. For each Distribution Date after the 58th
                Distribution
                Date, 0.000% per annum.

            
	
              Class
                22AA and Class 2A2B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-2 Mortgage Loans.

               

            
	
              Class
                212B:

               

            	
              For
                each Distribution Date a per annum rate equal to the weighted average
                of
                the Pass-Through Rate for the 2A1B Component and the Pass-Through
                Rate for
                the 22AB Component, weighted on the basis of the Component Principal
                Balances of the 2A1B Component and the 22AB Component,
                respectively.

               

            
	
              Class
                2A3A:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 79th
                Distribution
                Date, a per annum rate equal to the Net WAC Rate of the Group 2-3
                Mortgage
                Loans minus 0.250%. For each Distribution Date after the 79th
                Distribution
                Date, a per annum rate equal to the Net WAC Rate of the Group 2-3
                Mortgage.

               

            
	
              Class
                2A3IO:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 79th
                Distribution
                Date, 0.250% per annum. For each Distribution Date after the 79th
                Distribution
                Date, 0.000% per annum.

               

            
	
              Class
                2A3B:

            	
              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-3 Mortgage Loans.

               

            
	
              Class
                2A4A and Class 2A4B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-4 Mortgage Loans.

            
	
              Class
                2A5A and Class 2A5B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-5 Mortgage Loans.

            
	
              Group
                2 Subordinate Certificates:

            	
               

               

              For
                any Distribution Date, the Group 2 Subordinate Net WAC Rate for the
                Group
                2 Subordinate Certificates and that Distribution Date.

               

            
	
              Class
                2R:

            	
              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-4 Mortgage Loans.

               

            
	
              Class
                31AA:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, a per annum rate equal to (i)
                the
                lesser of (a) One-Month LIBOR plus 0.950% and (b) the related Grantor
                Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
                per
                annum rate equal to the product of the Pass-Through Rate of the Class
                31AA
                Underlying Interest for such Distribution Date and a fraction, the
                numerator of which is 30 and the denominator of which is the actual
                number
                of days in the Interest Accrual Period for such class of Group 3
                Floating
                Rate Certificates for such Distribution Date.  For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the least of (a) One-Month LIBOR plus 0.950%, (b) 11.00% and (c)
                the
                product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
                fraction, the numerator of which is 30 and the denominator of which
                is the
                actual number of days in the Interest Accrual Period for such class
                of
                Group 3 Floating Rate Certificates for such Distribution
                Date.

               

            
	
              Class
                3A1A:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, a per annum rate equal to (i)
                the
                lesser of (a) One-Month LIBOR plus 0.820% and (b) the related Grantor
                Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
                per
                annum rate equal to the product of the Pass-Through Rate of the Class
                3A1A
                Underlying Interest for such Distribution Date and a fraction, the
                numerator of which is 30 and the denominator of which is the actual
                number
                of days in the Interest Accrual Period for such class of Group 3
                Floating
                Rate Certificates for such Distribution Date.  For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the least of (a) One-Month LIBOR plus 0.820%, (b) 11.00% and (c)
                the
                product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
                fraction, the numerator of which is 30 and the denominator of which
                is the
                actual number of days in the Interest Accrual Period for such class
                of
                Group 3 Floating Rate Certificates for such Distribution
                Date.

               

            
	
              Class
                3A1B:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, a per annum rate equal to (i)
                the
                lesser of (a) One-Month LIBOR plus 0.900% and (b) the related Grantor
                Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
                per
                annum rate equal to the product of the Pass-Through Rate of the Class
                3A1B
                Underlying Interest for such Distribution Date and a fraction, the
                numerator of which is 30 and the denominator of which is the actual
                number
                of days in the Interest Accrual Period for such class of Group 3
                Floating
                Rate Certificates for such Distribution Date.  For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the least of (a) One-Month LIBOR plus 0.900%, (b) 11.00% and (c)
                the
                product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
                fraction, the numerator of which is 30 and the denominator of which
                is the
                actual number of days in the Interest Accrual Period for such class
                of
                Group 3 Floating Rate Certificates for such Distribution
                Date.

               

            
	
              Class
                3A1C:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, a per annum rate equal to (i)
                the
                lesser of (a) One-Month LIBOR plus 0.950% and (b) the related Grantor
                Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
                per
                annum rate equal to the product of the Pass-Through Rate of the Class
                3A1C
                Underlying Interest for such Distribution Date and a fraction, the
                numerator of which is 30 and the denominator of which is the actual
                number
                of days in the Interest Accrual Period for such class of Group 3
                Floating
                Rate Certificates for such Distribution Date.  For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the least of (a) One-Month LIBOR plus 0.950%, (b) 11.00% and (c)
                the
                product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
                fraction, the numerator of which is 30 and the denominator of which
                is the
                actual number of days in the Interest Accrual Period for such class
                of
                Group 3 Floating Rate Certificates for such Distribution
                Date.

               

            
	
              Class
                31AB:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, a per annum rate equal to (i)
                the
                lesser of (a) One-Month LIBOR plus 0.950% and (b) the related Grantor
                Trust Net WAC Rate or (ii) if the Swap Agreement is terminated, a
                per
                annum rate equal to the product of the Pass-Through Rate of the Class
                31AB
                Underlying Interest for such Distribution Date and a fraction, the
                numerator of which is 30 and the denominator of which is the actual
                number
                of days in the Interest Accrual Period for such class of Group 3
                Floating
                Rate Certificates for such Distribution Date.  For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the least of (a) One-Month LIBOR plus 0.950%, (b) 11.00% and (c)
                the
                product of the Net WAC Rate of the Group 3-1 Mortgage Loans and a
                fraction, the numerator of which is 30 and the denominator of which
                is the
                actual number of days in the Interest Accrual Period for such class
                of
                Group 3 Floating Rate Certificates for such Distribution
                Date.

               

            
	
              Class
                3A1IO:

            	
              For
                any Distribution Date, a per annum rate equal to the excess, if any,
                of
                (a) the Net WAC Rate of the Group 3-1 Mortgage Loans over (b) the
                weighted
                average Pass-Through Rate of the Underlying Interests.  For
                federal income tax purposes, the equivalent of the foregoing shall
                be
                expressed as the sum of (i) the excess, if any, of (a) the Net WAC
                Rate of
                the Group 3-1 Mortgage Loans over (b) the Pass-Through Rate on the
                Class
                31AA Underlying Interest calculated on a notional amount equal to
                the
                Uncertificated Balance of REMIC III-B Regular Interest LT31AA, (ii)
                the
                excess, if any, of (a) the Net WAC Rate of the Group 3-1 Mortgage
                Loans
                over (b) the Pass-Through Rate on the Class 3A1A Underlying Interest
                calculated on a notional amount equal to the Uncertificated Balance
                of
                REMIC III-B Regular Interest LT3A1A, (iii) the excess, if any, of
                (a) the
                Net WAC Rate of the Group 3-1 Mortgage Loans over (b) the Pass-Through
                Rate on the Class 3A1B Underlying Interest calculated on a notional
                amount
                equal to the Uncertificated Balance of REMIC III-B Regular Interest
                LT3A1B, (iv) the excess, if any, of (a) the Net WAC Rate of the Group
                3-1
                Mortgage Loans over (b) the Pass-Through Rate on the Class 3A1C Underlying
                Interest calculated on a notional amount equal to the Uncertificated
                Balance of REMIC III-B Regular Interest LT3A1C and (v) the excess,
                if any,
                of (a) the Net WAC Rate of the Group 3-1 Mortgage Loans over (b)
                the
                Pass-Through Rate on the Class 31AB Underlying Interest calculated
                on a
                notional amount equal to the Uncertificated Balance of REMIC III-B
                Regular
                Interest LT31AB.

            
	
              Class
                3A2A and Class 3A2B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 3-2 Mortgage Loans.

            
	
              Class
                3A3A and Class 3A3B:

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 3-3 Mortgage Loans.

            
	
              Group
                3 Subordinate Certificates:

            	
               

               

              For
                any Distribution Date, the Group 3 Subordinate Net WAC Rate for the
                Group
                3 Subordinate Certificates and that Distribution Date.

               

            
	
              Class
                3R:

            	
              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 3-3 Mortgage Loans.

            


    

    


     

    The
      Pass-Through Rate at which of the following Components will accrue interest
      during the related Interest Accrual Period will be as follows:

     

    
      	
              2A1B
                Component:

               

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-1 Mortgage Loans.

            
	
              22AB
                Component:

               

            	
               

              For
                any Distribution Date, a per annum rate equal to the Net WAC Rate
                of the
                Group 2-2 Mortgage Loans.

            


    

    


     

    The
      Pass-Through Rate at which of the following Underlying Interests will accrue
      interest during the related Interest Accrual Period will be as
      follows:

     

    
      	
              Class
                31AA Underlying Interest:

               

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, lesser of (i)
                4.960% plus the product of 0.950% and a fraction,
                the
                numerator of which is the actual number of days in the Interest Accrual
                Period for the Class 31AA Certificates for such Distribution Date
                and the
                denominator of which is 30 and (ii) the Net WAC Rate of the Group
                3-1
                Mortgage Loans.  For each Distribution Date after the 57th
                Distribution Date, a per annum rate equal to the least of (i) the
                product
                of One Month LIBOR plus 0.950% and a fraction, the numerator of which
                is
                the actual number of days in the Interest Accrual Period for the
                Class
                31AA Certificates for such Distribution Date and the denominator
                of which
                is 30, (ii) the product of 11.00% and a fraction, the numerator of
                which
                is the actual number of days in the Interest Accrual Period for the
                Class
                31AA Certificates for such Distribution Date and the denominator
                of which
                is 30 and (iii) the Net WAC Rate of the Group 3-1 mortgage
                loans.

               

            
	
              Class
                3A1A Underlying Interest:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, lesser of (i) 4.960% plus the
                product of 0.820% and a fraction, the numerator of which is the actual
                number of days in the Interest Accrual Period for the Class 3A1A
                Certificates for such Distribution Date and the denominator of which
                is 30
                and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans.  For
                each Distribution Date after the 57th Distribution Date, a per annum
                rate
                equal to the least of (i) the product of One Month LIBOR plus 0.820%
                and a
                fraction, the numerator of which is the actual number of days in
                the
                Interest Accrual Period for the Class 3A1A Certificates for such
                Distribution Date and the denominator of which is 30, (ii) the product
                of
                11.00% and a fraction, the numerator of which is the actual number
                of days
                in the Interest Accrual Period for the Class 3A1A Certificates for
                such
                Distribution Date and the denominator of which is 30 and (iii) the
                Net WAC
                Rate of the Group 3-1 mortgage loans.

               

            
	
              Class
                3A1B Underlying Interest:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, lesser of (i) 4.960% plus the
                product of 0.900% and a fraction, the numerator of which is the actual
                number of days in the Interest Accrual Period for the Class 3A1B
                Certificates for such Distribution Date and the denominator of which
                is 30
                and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans.  For
                each Distribution Date after the 57th Distribution Date, a per annum
                rate
                equal to the least of (i) the product of One Month LIBOR plus 0.900%and
                a
                fraction, the numerator of which is the actual number of days in
                the
                Interest Accrual Period for the Class 3A1B Certificates for such
                Distribution Date and the denominator of which is 30, (ii) the product
                of
                11.00% and a fraction, the numerator of which is the actual number
                of days
                in the Interest Accrual Period for the Class 3A1B Certificates for
                such
                Distribution Date and the denominator of which is 30 and (iii) the
                Net WAC
                Rate of the Group 3-1 mortgage loans.

               

            
	
              Class
                3A1C Underlying Interest:

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, lesser of (i) 4.960% plus the
                product of 0.950% and a fraction, the numerator of which is the actual
                number of days in the Interest Accrual Period for the Class 3A1C
                Certificates for such Distribution Date and the denominator of which
                is 30
                and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans.  For
                each Distribution Date after the 57th Distribution Date, a per annum
                rate
                equal to the least of (i) the product of One Month LIBOR plus 0.950%
                and a
                fraction, the numerator of which is the actual number of days in
                the
                Interest Accrual Period for the Class 3A1C Certificates for such
                Distribution Date and the denominator of which is 30, (ii) the product
                of
                11.00% and a fraction, the numerator of which is the actual number
                of days
                in the Interest Accrual Period for the Class 3A1C Certificates for
                such
                Distribution Date and the denominator of which is 30 and (iii) the
                Net WAC
                Rate of the Group 3-1 mortgage loans.

               

            
	
              Class
                31AB Underlying Interest:

               

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 57th Distribution Date, lesser of (i) 4.960% plus the
                product of 0.950% and a fraction, the numerator of which is the actual
                number of days in the Interest Accrual Period for the Class 31AB
                Certificates for such Distribution Date and the denominator of which
                is 30
                and (ii) the Net WAC Rate of the Group 3-1 Mortgage Loans.  For
                each Distribution Date after the 57th Distribution Date, a per annum
                rate
                equal to the least of (i) the product of One Month LIBOR plus 0.950%
                and a
                fraction, the numerator of which is the actual number of days in
                the
                Interest Accrual Period for the Class 31AB Certificates for such
                Distribution Date and the denominator of which is 30, (ii) the product
                of
                11.00% and a fraction, the numerator of which is the actual number
                of days
                in the Interest Accrual Period for the Class 31AB Certificates for
                such
                Distribution Date and the denominator of which is 30 and (iii) the
                Net WAC
                Rate of the Group 3-1 mortgage loans.

               

            


    

    


    “Paying
      Agent”:  Citibank, or its successor in interest, or any successor
      paying agent appointed as herein provided.

     

    “PennFed”:
      PennFed Financial Services, Inc., or its successors in interest.

     

    “PennFed
      Mortgage Loans”: The Mortgage Loans originated by PennFed and serviced by Wells
      Fargo pursuant to the Initial Sub-Servicing Agreement to which it is a
      party.

     

    “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.

     

    “Percentage
      Interest”: With respect to any Class of 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 Book-Entry Certificates are issuable only in
      Percentage Interests corresponding to initial Certificate Principal Balances
      or
      Notional Amounts of $100,000 and integral multiples of $1.00 in excess
      thereof.  The Residual Certificates and the Class 3P Certificates are
      issuable only in Percentage Interests of 20% and multiples thereof.

     

    “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 Master Servicer, the Trustee, the Paying Agent,
      the
      Authenticating Agent, the Certificate Registrar, 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 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 advised by the Trustee,
      the
      Trust Administrator or an Affiliate of either of them, that have been rated
      “AAA” by S&P and in the highest rating category by Fitch if rated by Fitch;
      and

     

    (vii)           if
      previously confirmed in writing to the Master 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 Senior
      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
      Master 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”: A prepayment rate for the Mortgage Loans in Collateral Pool 1 of
      300% PSA.  A prepayment rate for the Mortgage Loans in Collateral Pool
      2 and Collateral Pool 3 of 25% CPR.  The Prepayment Assumption is used
      solely for determining the accrual of original issue discount on the
      Certificates for federal income tax purposes.

     

    A
      prepayment assumption of 100% PSA assumes constant prepayment rates of 0.20%
      per
      annum of the then outstanding principal balance of a mortgage pool in the
      first month of the life of such mortgage loans and an additional 0.20% per
      annum
      in each month thereafter until the 30th month.  Beginning in the 30th
      month and in each month thereafter during the life of such mortgage loans,
      100% PSA assumes a constant prepayment rate of 6% per annum each month.  A
      prepayment assumption of 300% PSA assumes constant prepayments three times
      those
      assumed by 100% PSA.

     

    A
      CPR
      (Constant Prepayment Rate) represents an annualized constant assumed rate of
      prepayment each month of a pool of mortgage loans relative to its outstanding
      principal balance for the life of such pool.

     

    “Prepayment
      Charge Mortgage Loans”: Any Group 3 Mortgage Loans with respect to which the
      related Initial Sub-Servicer is required to remit any prepayment premiums or
      charges collected to the Trust in accordance with the applicable Sub-Servicing
      Agreement.  The Class 3P Certificates shall be entitled to all
      prepayment premiums or charges received in respect of the Prepayment Charge
      Mortgage Loans.

     

    “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 occurring between the first day of
      the
      related Prepayment Period and the last day of the calendar month preceding
      the
      calendar month in which such Distribution Date occurs, 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 Master Servicer in respect of any Prepayment Interest Shortfall are set
      forth in Section 3.24.

     

    
      “Prepayment
        Period”: With respect to any Mortgage Loans serviced by Countrywide Servicing
        and any Distribution Date, the period that commences on the second day of
        the
        month immediately preceding the month in which such Distribution Date occurs
        (or, in the case of the first Distribution Date, commencing on October 1,
        2007)
        and ends on the first day of the month in which such Distribution Date
        occurs.  With respect to any Mortgage Loans serviced by CitiMortgage,
        GreenPoint, National City or SunTrust and any Distribution Date, the calendar
        month immediately preceding the month in which such Distribution Date
        occurs.  With respect to Mortgage Loans serviced by Orchid and
        subserviced by Cenlar and any Distribution Date, the period commencing on
        the
        16th day of the calendar month preceding the calendar month in which such
        Distribution Date occurs (or, in the case of the first Distribution Date,
        commencing on October 1, 2007) and ending on the 15th day of the calendar
        month
        in which such Distribution Date occurs.  With respect to Mortgage
        Loans serviced by Citi Residential and any Distribution Date, (i) with respect
        to any prepayments in full, liquidations and other unscheduled collections
        (other than prepayments in part), the period commencing on the 14th day of
        the
        calendar month preceding the calendar month in which such Distribution Date
        occurs (or, in the case of the first Distribution Date, commencing on October
        1,
        2007) and ending on the 13th day of the calendar month in which such
        Distribution Date occurs and (ii) with respect to any prepayments in part,
        the
        calendar month immediately preceding the month in which such Distribution
        Date
        occurs. With respect to Mortgage Loans serviced by Wells Fargo but originated
        by
        an originator other than Wells Fargo and any Distribution Date is, (i) with
        respect to any prepayments in full, liquidations and other unscheduled
        collections (other than prepayments in part) on the mortgage loans serviced
        by
        Wells Fargo, the period commencing on the 14th day of the calendar month
        preceding the calendar month in which such Distribution Date occurs (or,
        in the
        case of the first Distribution Date, commencing on October 1, 2007) and ending
        on the 13th day of the calendar month in which such Distribution Date occurs
        and
        (ii) with respect to any prepayments in part, the calendar month immediately
        preceding the month in which such Distribution Date occurs. With respect
        to
        Mortgage Loans originated by Wells Fargo and any Distribution Date is, with
        respect to any prepayments in full, prepayments in part, liquidations and
        other
        unscheduled collections on the mortgage loans serviced by Wells Fargo, the
        calendar month immediately preceding the month in which such Distribution
        Date
        occurs.

    

     

    “Primary
      Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance
      in effect as represented in the Mortgage Loan Purchase Agreement and as so
      indicated on the Mortgage Loan Schedule, or any replacement policy therefor
      obtained by the Master Servicer or any Sub-Servicer pursuant to Section
      3.13.

     

    “Prime
      Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
      time to time by JPMorgan Chase Bank, N.A. 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 JPMorgan Chase Bank,
      N.A.) 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.

     

    “Private
      Certificates”: The Class 1B4 Certificates, Class 1B5 Certificates, Class 1B6
      Certificates, Class 2B4 Certificates, Class 2B5 Certificates, Class 2B6
      Certificates, Class 3B4 Certificates, Class 3B5 Certificates, Class 3B6
      Certificates and Class 3P Certificates.

     

     “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
      9.01,
      and as confirmed by an Officers’ Certificate from the Master Servicer 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
      Master 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
      Master 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.

     

    “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 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) have a Maximum Mortgage Rate not less than the Maximum Mortgage
      Rate
      on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than
      the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin
      equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next
      Adjustment Date not more than two months later than the next Adjustment Date
      on
      the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance
      Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
      in
      excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage
      Insurance Policy, (viii) have a remaining term to maturity not greater than
      (and
      not more than one year less than) that of the Deleted Mortgage Loan, (ix) have
      the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) 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, (xi) be a
      fixed-rate mortgage loan if the Deleted Mortgage Loan was a Fixed Rate Mortgage
      Loan or be an adjustable-rate mortgage loan if the Deleted Mortgage Loan was
      an
      Adjustable-Rate Mortgage Loan; and (xii) conform to each representation and
      warranty set forth in Section 6 of the Mortgage Loan Purchase 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 (x) 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 (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
      Loan or in the aggregate, as the case may be.

     

    “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 Fitch 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, the Paying Agent, the Authenticating
      Agent, the Certificate Registrar and the Master 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 Master Servicer with respect to such Mortgage Loan pursuant
      to
      Section 3.11(a)(iii).  Notwithstanding the above, with respect to any
      Mortgage Loan that is subject to a modification, any forgiven interest or
      principal amounts will be deemed part of the determination of a Realized Loss
      which occurs during the Prepayment Period in which such amounts are
      forgiven.

     

    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 Master 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 Master 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 (v) 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 Stated Principal Balance of the Mortgage
      Loan outstanding immediately prior to such Deficient Valuation and the Stated
      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 Certificate (other than
      any Group 3 Floating Rate Certificate), the last Business Day of the month
      immediately preceding the month in which such Distribution Date
      occurs.  With respect to each Distribution Date and any Group 3
      Floating Rate Certificate that is a Book Entry Certificate, the Business Day
      immediately preceding such Distribution Date.  With respect to each
      Distribution Date and any Group 3 Floating Rate Certificate that is a Definitive
      Certificate, 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 Senior Certificate (other than any Residual Certificate) or
      Subordinate 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, as amended.

     

    “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”: As defined in the Preliminary Statement.

     

    “REMIC
      II-A”: As defined in the Preliminary Statement.

     

    “REMIC
      II-A Regular Interests”: The REMIC II-A Regular Interests, as set forth in the
      Preliminary Statement.

     

    “REMIC
      II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-1A, REMIC
      II-A Regular Interest LT-2A, REMIC II-A Regular Interest LT-3A, REMIC II-A
      Regular Interest LT-4A, REMIC II-A Regular Interest LT-5A, REMIC II-A Regular
      Interest LT-ZZ and REMIC II-A Regular Interest LT-R, the weighted average of
      the
      Expense Adjusted Mortgage Rates of the Group 2 Mortgage Loans, weighted based
      on
      their principal balances as of the first day of the related Due Period. With
      respect to REMIC II-A Regular Interest LT-1B, the weighted average of the
      Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based
      on their principal balances as of the first day of the related Due Period.
      With
      respect to REMIC II-A Regular Interest LT-2B, the weighted average of the
      Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans, weighted based
      on their principal balances as of the first day of the related Due Period.
      With
      respect to REMIC II-A Regular Interest LT-3B, the weighted average of the
      Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based
      on their principal balances as of the first day of the related Due
      Period.  With respect to REMIC II-A Regular Interest LT-4B, the
      weighted average of the Expense Adjusted Mortgage Rates of the Group 2-4
      Mortgage Loans, weighted based on their principal balances as of the first
      day
      of the related Due Period.  With respect to REMIC II-A Regular
      Interest LT-5B, the weighted average of the Expense Adjusted Mortgage Rates
      of
      the Group 2-5 Mortgage Loans, weighted based on their principal balances as
      of
      the first day of the related Due Period.

     

    “REMIC
      II-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
      each REMIC II-A Regular Interest ending with the designation “A”, equal to the
      ratio between, with respect to each such REMIC II-A Regular Interest, 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 Senior
      Certificates relating to such Loan Group.

     

    “REMIC
      II-B”: As defined in the Preliminary Statement.

     

    “REMIC
      II-B Regular Interests”: The REMIC II-B Regular Interests, as set forth in the
      Preliminary Statement.

     

    “REMIC
      II-B Remittance Rate”: With respect to REMIC II-B Regular Interest LT2A1A and
      REMIC II-B Regular Interest LT212B(1), the REMIC II-A Remittance Rate on REMIC
      II-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance
      of such REMIC II-A Regular Interest. With respect to REMIC II-B Regular Interest
      LT22AA, REMIC II-B Regular Interest LT2A2A, REMIC II-B Regular Interest LT2A2B,
      REMIC II-B Regular Interest LT212B(2), the REMIC II-A Remittance Rate on REMIC
      II-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance
      of such REMIC II-A Regular Interest. With respect to REMIC II-B Regular Interest
      LT2A3A and REMIC II-B Regular Interest LT2A3B, the REMIC II-A Remittance Rate
      on
      REMIC II-A Regular Interest LT-3B, weighted on the basis of the Uncertificated
      Balance of such REMIC II-A Regular Interest. With respect to REMIC II-B Regular
      Interest LT2A4A, REMIC II-B Regular Interest LT2A4B and REMIC II-B Regular
      Interest LT-R, the REMIC II-A Remittance Rate on REMIC II-A Regular Interest
      LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC II-A
      Regular Interest. With respect to REMIC II-B Regular Interest LT2A5A, REMIC
      II-B
      Regular Interest LT2A5B, the REMIC II-A Remittance Rate on REMIC II-A Regular
      Interest LT-5B, weighted on the basis of the Uncertificated Balance of such
      REMIC II-A Regular Interest. With respect to REMIC II-B Regular Interest LT2-B1,
      REMIC II-B Regular Interest LT2-B2, REMIC II-B Regular Interest LT2-B3, REMIC
      II-B Regular Interest LT2-B4, REMIC II-B Regular Interest LT2-B5, REMIC II-B
      Regular Interest LT2-B6, the weighted average of the REMIC II-A Remittance
      Rates
      on REMIC II-A Regular Interest LT-1A, REMIC II-A Regular Interest LT-2A, REMIC
      II-A Regular Interest LT-3A, REMIC II-A Regular Interest LT-4A and REMIC II-A
      Regular Interest LT-5A (subject to a cap and a floor equal to the REMIC II-A
      Remittance Rate on REMIC II-A Regular Interest LT-1B, REMIC II-A Regular
      Interest LT-2B, REMIC II-A Regular Interest LT-3B, REMIC II Regular Interest
      LT-4B and REMIC II-A Regular Interest LT-5B, respectively) weighted on the
      basis
      of the Uncertificated Balance of each such REMIC II-A Regular
      Interest.

     

    “REMIC
      II-C”: As defined in the Preliminary Statement.

     

    “REMIC
      III-A”: As defined in the Preliminary Statement.

     

    “REMIC
      III-A Regular Interests”: The REMIC III-A Regular Interests, as set forth in the
      Preliminary Statement.

     

    “REMIC
      III-A Remittance Rate”: With respect to REMIC III-A Regular Interest LT-1A,
      REMIC III-A Regular Interest LT-2A, REMIC III-A Regular Interest LT-3A, REMIC
      III-A Regular Interest LT-ZZ, REMIC III-A Regular Interest LT-R and REMIC III-A
      Regular Interest LT-P, the weighted average of the Expense Adjusted Mortgage
      Rates of the Group 3 Mortgage Loans, weighted based on their principal balances
      as of the first day of the related Due Period. With respect to REMIC III-A
      Regular Interest LT-1B, the weighted average of the Expense Adjusted Mortgage
      Rates of the Group 3-1 Mortgage Loans, weighted based on their principal
      balances as of the first day of the related Due Period. With respect to REMIC
      III-A Regular Interest LT-3B, the weighted average of the Expense Adjusted
      Mortgage Rates of the Group 3-2 Mortgage Loans, weighted based on their
      principal balances as of the first day of the related Due Period. With respect
      to REMIC III-A Regular Interest LT-3B, the weighted average of the Expense
      Adjusted Mortgage Rates of the Group 3-3 Mortgage Loans, weighted based on
      their
      principal balances as of the first day of the related Due Period.

     

    “REMIC
      III-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances
      of each REMIC III-A Regular Interest ending with the designation “A”, equal to
      the ratio between, with respect to each such REMIC III-A Regular Interest,
      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
      Senior Certificates relating to such Loan Group.

     

    “REMIC
      III-B”: As defined in the Preliminary Statement.

     

    “REMIC
      III-B Regular Interests”: The REMIC III-B Regular Interests, as set forth in the
      Preliminary Statement.

     

    “REMIC
      III-B Remittance Rate”: With respect to REMIC III-B Regular Interest LT31AA,
      REMIC III-B Regular Interest LT3A1A, REMIC III-B Regular Interest LT3A1B, REMIC
      III-B Regular Interest LT3A1C and REMIC III-B Regular Interest LT31AB, the
      REMIC
      III-A Remittance Rate on REMIC III-A Regular Interest LT-1B, weighted on the
      basis of the Uncertificated Balance of such REMIC III-A Regular Interest. With
      respect to REMIC III-B Regular Interest LT3A2A and REMIC III-B Regular Interest
      LT3A2B, the REMIC III-A Remittance Rate on REMIC III-A Regular Interest LT-2B,
      weighted on the basis of the Uncertificated Balance of such REMIC III-A Regular
      Interest. With respect to REMIC III-B Regular Interest LT3A3A, REMIC III-B
      Regular Interest LT3A3B, REMIC III-B Regular Interest LT-P and REMIC III-B
      Regular Interest LT-R, the REMIC III-A Remittance Rate on REMIC III-A Regular
      Interest LT-3B, weighted on the basis of the Uncertificated Balance of such
      REMIC III-A Regular Interest. With respect to REMIC III-B Regular Interest
      LT3B1, REMIC III-B Regular Interest LT3B2, REMIC III-B Regular Interest LT3B3,
      REMIC III-B Regular Interest LT3B4, REMIC III-B Regular Interest LT3B5 and
      REMIC
      III-B Regular Interest LT3B6, the weighted average of the REMIC III-A Remittance
      Rates on REMIC III-A Regular Interest LT-1A, REMIC III-A Regular Interest LT-2A
      and REMIC III-A Regular Interest LT-3A (subject to a cap and a floor equal
      to
      the REMIC III-A Remittance Rate on REMIC III-A Regular Interest LT-1B, REMIC
      III-A Regular Interest LT-2B and REMIC III-A Regular Interest LT-3B,
      respectively) weighted on the basis of the Uncertificated Balance of each such
      REMIC III-A Regular Interest.

     

     “REMIC
      III-C”: As defined in the Preliminary Statement.

     

     “REMIC
      Regular Interest”: the REMIC II-A Regular Interests, REMIC II-B Regular
      Interests, REMIC III-A Regular Interests, REMIC III-B Regular Interests and
      the
      Underlying Interests.

     

    “Remittance
      Report”: A report in form and substance acceptable to the Trust Administrator
      and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with
      such additions, deletions and modifications as agreed to by the Trustee, the
      Trust Administrator and the Master 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 Master 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, REMIC II-A or REMIC III-A,
      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 Master 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
      Certificate”: Any one of the Class 1R Certificates, Class 2R Certificates or
      Class 3R 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 Paying Agent,
      the Certificate Registrar or the Authenticating Agent, 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.

     

    “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.  Solely for
      the purposes of this definition, any Principal Prepayment, Liquidation Event
      or
      Realized Loss that is subject to a Forward Shifted Prepayment Period and that
      occurs after the last day of the calendar month preceding the month in which
      the
      related Distribution Date occurs shall be deemed to have occurred during such
      calendar month.

     

    “Sea
      Breeze”: Sea Breeze Mortgage
      Services, Inc., or its successors in interest.

     

    “Sea
      Breeze Mortgage Loans”: The Mortgage Loans originated by Sea Breeze and serviced
      by CitiMortgage pursuant to the Initial Sub-Servicing Agreement to which it
      is a
      party.

     

    “Secured
      Bankers”: Secured Bankers Mortgage Company, or its successors in
      interest.

     

    “Secured
      Bankers Mortgage Loans”: The Mortgage Loans originated by Secured Bankers and
      serviced by CitiMortgage pursuant to the Initial Sub-Servicing Agreement to
      which it is a party.

     

    “Security
      Agreement”:  With respect to a Cooperative Loan, the agreement
      creating a security interest in favor of the originator in the related
      Cooperative Assets.

     

    “Seller”:
      Citigroup Global Markets Realty Corp. or its successor in interest, in its
      capacity as seller under the Mortgage Loan Purchase Agreement.

     

    “Senior
      Certificate”:  Any Group 1 Senior Certificate, Group 2 Senior
      Certificate or Group 3 Senior Certificate.

     

    “Senior
      Interest Distribution Amount”:  With respect to any Distribution Date
      and a Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or
      Collateral Pool (in the case of Collateral Pool 1), an amount equal to the
      aggregate of the Interest Distribution Amounts for that Distribution Date for
      the related Senior Certificates (or related Components thereof).

     

    “Senior
      Percentage”: The Group 1 Senior Percentage, a Group 2 Senior Percentage or a
      Group 3 Senior Percentage, as applicable.

     

    “Senior
      Prepayment Percentage”: The Group 1 Senior Prepayment Percentage, a Group 2
      Senior Prepayment Percentage or a Group 3 Senior Prepayment Percentage, as
      applicable.

     

    “Senior
      Principal Distribution Amount”: With respect to Collateral Pool 1, for any
      Distribution Date and the related Class A Certificates and the Class 1R
      Certificates, an amount equal to the lesser of (i) the Group 1 Available
      Distribution Amount remaining after distribution of the related Senior Interest
      Distribution Amount and (ii) the sum of:

     

    (a)  the
      product of (x) the then-applicable related Senior Percentage and (y) the sum
      of
      the following:

     

    
      	
               

            	
              (i)

            	
              the
                aggregate of the principal portions of all Monthly Payments due during
                the
                related Due Period in respect of the related Mortgage Loans, whether
                or
                not received;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                principal portion of all Insurance Proceeds, Subsequent Recoveries
                and
                Liquidation Proceeds (other than amounts described in clause (c)
                below)
                received in respect of the related Mortgage Loans during the related
                Prepayment Period (other than any related Mortgage Loan that was
                purchased, sold or replaced pursuant to or as contemplated by Section
                2.03, Section 3.16(c) or Section 9.01 during the related Prepayment
                Period), net of any portion thereof that represents a recovery of
                principal for which an advance was made by the Master Servicer pursuant
                to
                Section 4.03 in respect of a preceding Distribution
                Date;

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Stated Principal Balance (calculated immediately prior to such
                Distribution Date) of each related Mortgage Loan that was purchased,
                sold
                or replaced pursuant to or as contemplated by Section 2.03, Section
                3.16(c) or Section 9.01 during the related Prepayment
                Period;

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

            	
              in
                connection with the substitution of one or more Qualified Substitute
                Mortgage Loans for one or more Deleted Mortgage Loans in the related
                Loan
                Group pursuant to Section 2.03 during the related Prepayment Period,
                the
                excess, if any, of (A) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Deleted
                Mortgage Loans, net of the aggregate of the principal portions of
                the
                Monthly Payments due during the related Prepayment Period (to the
                extent
                received from the related Mortgagor or advanced by the related Servicer
                and distributed pursuant to Section 4.01 on the Distribution Date
                in the
                related Prepayment Period) in respect of each such Deleted Mortgage
                Loan
                that was replaced prior to the Distribution Date in the related Prepayment
                Period, over (B) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Qualified
                Substitute Mortgage Loans;

            


    

     

    (b)  the
      product of (x) the then-applicable related Senior Prepayment Percentage and
      (y)
      all Principal Prepayments received in respect of the related Mortgage Loans
      during the related Prepayment Period;

     

    (c)  with
      respect to any related Mortgage Loan which was the subject of a Final Recovery
      Determination in the related Prepayment Period, the lesser of (a) the
      then-applicable related Senior Prepayment Percentage multiplied by the net
      Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
      of
      such Mortgage Loan; and (b) the then-applicable related Senior Percentage
      multiplied by the Scheduled Principal Balance of the related Mortgage Loan
      at
      the time of such Final Recovery Determination; and

     

    (d)  in
      the
      case of any Distribution Date subsequent to the initial Distribution Date,
      an
      amount equal to the excess, if any, of the amounts calculated pursuant to
      clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
      over the aggregate distributions of principal made in respect of the related
      Class or Classes of Group 1 Senior Certificates on such immediately preceding
      Distribution Date pursuant to Section 4.01 to the extent that any such amounts
      are not attributable to Realized Losses which were allocated to the related
      Subordinate Certificates pursuant to Section 4.04.

     

    For
      any
      Distribution Date and the related Class A Certificates and the Class 2R
      Certificates relating to any Loan Group within Collateral Pool 2, an amount
      equal to the lesser of (i) the applicable Group 2 Available Distribution Amount
      remaining after distribution of the related Senior Interest Distribution Amount
      and (ii) the sum of:

     

    (a)  the
      product of (x) the then-applicable related Senior Percentage and (y) the sum
      of
      the following with respect to each Mortgage Loan included in such Loan
      Group:

     

    
      	
               

            	
              (i)

            	
              the
                aggregate of the principal portions of all Monthly Payments due during
                the
                related Due Period in respect of such Mortgage Loan, whether or not
                received;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                principal portion of all Insurance Proceeds, Subsequent Recoveries
                and
                Liquidation Proceeds (other than amounts described in clause (c)
                below)
                received in respect of such Mortgage Loan during the related Prepayment
                Period (other than any related Mortgage Loan that was purchased,
                sold or
                replaced pursuant to or as contemplated by Section 2.03, Section
                3.16(c)
                or Section 9.01 during the related Prepayment Period), net of any
                portion
                thereof that represents a recovery of principal for which an advance
                was
                made by the Master Servicer pursuant to Section 4.03 in respect of
                a
                preceding Distribution Date;

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Stated Principal Balance (calculated immediately prior to such
                Distribution Date) of such related Mortgage Loan that was purchased,
                sold
                or replaced pursuant to or as contemplated by Section 2.03, Section
                3.16(c) or Section 9.01 during the related Prepayment
                Period;

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

            	
              in
                connection with the substitution of one or more Qualified Substitute
                Mortgage Loans for one or more Deleted Mortgage Loans in the related
                Loan
                Group pursuant to Section 2.03 during the related Prepayment Period,
                the
                excess, if any, of (A) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Deleted
                Mortgage Loans, net of the aggregate of the principal portions of
                the
                Monthly Payments due during the related Prepayment Period (to the
                extent
                received from the related Mortgagor or advanced by the Master Servicer
                and
                distributed pursuant to Section 4.01 on the Distribution Date in
                the
                related Prepayment Period) in respect of each such Deleted Mortgage
                Loan
                that was replaced prior to the Distribution Date in the related Prepayment
                Period, over (B) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Qualified
                Substitute Mortgage Loans;

            


    

     

    (b)  the
      product of (x) the then-applicable related Senior Prepayment Percentage and
      (y)
      all Principal Prepayments received in respect of the related Mortgage Loans
      during the related Prepayment Period;

     

    (c)  with
      respect to any related Mortgage Loan which was the subject of a Final Recovery
      Determination in the related Prepayment Period, the lesser of (a) the
      then-applicable related Senior Prepayment Percentage multiplied by the net
      Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
      of
      such Mortgage Loan and (b) the then-applicable related Senior Percentage
      multiplied by the Scheduled Principal Balance of the related Mortgage Loan
      at
      the time of such Final Recovery Determination; and

     

    (d)  in
      the
      case of any Distribution Date subsequent to the initial Distribution Date,
      an
      amount equal to the excess, if any, of the amounts calculated pursuant to
      clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
      over the aggregate distributions of principal made in respect of the related
      Class or Classes of Group 2 Senior Certificates on such immediately preceding
      Distribution Date pursuant to Section 4.01 to the extent that any such amounts
      are not attributable to Realized Losses which were allocated to the related
      Subordinate Certificates pursuant to Section 4.04;

     

    (e)  that
      portion, if any, of any Class A Principal Adjustment Amount for Collateral
      Pool
      2 included in the Group 2 Available Distribution Amount for such Loan Group
      and
      such Distribution Date, if (i) the Subordination Test with respect to the
      related Subordinate Certificates has not been met with respect to such
      Distribution Date or (ii) no Group 2 Subordinate Certificates remain
      outstanding; and

     

    (f)  if
      the
      Subordination Test has been met and at least one class of the Group 2
      Subordinate Certificates remains outstanding, the product of (x) the then
      applicable related Senior Percentage and (y) that portion of the Class A
      Principal Adjustment Amount for Collateral Pool 2 included in the Group 2
      Available Distribution Amount for such Loan Group and Distribution
      Date.

     

    For
      any
      Distribution Date and the related Class A Certificates and the Class 3R
      Certificates relating to any Loan Group within Collateral Pool 3, an amount
      equal to the lesser of (i) the applicable Group 3 Available Distribution Amount
      remaining after distribution of the related Senior Interest Distribution Amount
      and (ii) the sum of:

     

    
      	
              (a)       
                    

            	
              the
                product of (x) the then-applicable related Senior Percentage and
                (y) the
                sum of the following:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                aggregate of the principal portions of all Monthly Payments due during
                the
                related Due Period in respect of such Mortgage Loan, whether or not
                received;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                principal portion of all Insurance Proceeds, Subsequent Recoveries
                and
                Liquidation Proceeds (other than amounts described in clause (c)
                below)
                received in respect of such Mortgage Loan during the related Prepayment
                Period (other than any related Mortgage Loan that was purchased,
                sold or
                replaced pursuant to or as contemplated by Section 2.03, Section
                3.16(c)
                or Section 9.01 during the related Prepayment Period), net of any
                portion
                thereof that represents a recovery of principal for which an advance
                was
                made by the Master Servicer pursuant to Section 4.03 in respect of
                a
                preceding Distribution Date;

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Stated Principal Balance (calculated immediately prior to such
                Distribution Date) of such Mortgage Loan that was purchased, sold
                or
                replaced pursuant to or as contemplated by Section 2.03, Section
                3.16(c)
                or Section 9.01 during the related Prepayment
                Period;

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

            	
              in
                connection with the substitution of one or more Qualified Substitute
                Mortgage Loans for one or more Deleted Mortgage Loans in the related
                Loan
                Group pursuant to Section 2.03 during the related Prepayment Period,
                the
                excess, if any, of (A) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Deleted
                Mortgage Loans, net of the aggregate of the principal portions of
                the
                Monthly Payments due during the related Prepayment Period (to the
                extent
                received from the related Mortgagor or advanced by the Master Servicer
                and
                distributed pursuant to Section 4.01 on the Distribution Date in
                the
                related Prepayment Period) in respect of each such Deleted Mortgage
                Loan
                that was replaced prior to the Distribution Date in the related Prepayment
                Period, over (B) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Qualified
                Substitute Mortgage Loans;

            


    

     

    
      	
              (b)       
                  

            	
              the
                product of (x) the then-applicable related Senior Prepayment Percentage
                and (y) all Principal Prepayments received in respect of the related
                Mortgage Loans during the related Prepayment
                Period;

            


    

     

    
      	
              (c)      
                   

            	
              with
                respect to any related Mortgage Loan which was the subject of a Final
                Recovery Determination in the related Prepayment Period, the lesser
                of (a)
                the then-applicable related Senior Prepayment Percentage multiplied
                by the
                net Liquidation Proceeds and Insurance Proceeds allocable to principal
                in
                respect of such Mortgage Loan and (b) the then-applicable related
                Senior
                Percentage multiplied by the Scheduled Principal Balance of the related
                Mortgage Loan at the time of such Final Recovery Determination;
                and

            


    

     

    
      	
              (d)         

            	
              in
                the case of any Distribution Date subsequent to the initial Distribution
                Date, an amount equal to the excess, if any, of the amounts calculated
                pursuant to clauses (a), (b) and (c) above for the immediately preceding
                Distribution Date, over the aggregate distributions of principal
                made in
                respect of the related Class or Classes of Group 3 Senior Certificates
                on
                such immediately preceding Distribution Date pursuant to Section
                4.01 to
                the extent that any such amounts are not attributable to Realized
                Losses
                which were allocated to the related Subordinate Certificates pursuant
                to
                Section 4.04;

            


    

     

    
      	
              (e)     
                    

            	
              that
                portion, if any, of any Class A Principal Adjustment Amount for Collateral
                Pool 2 included in the Group 3 Available Distribution Amount for
                such Loan
                Group and such Distribution Date, if (i) the Subordination Test with
                respect to the related Subordinate Certificates has not been met
                with
                respect to such Distribution Date or (ii) no Group 3 Subordinate
                Certificates remain outstanding;
                and

            


    

     

    
      	
              (f)       
                  

            	
              if
                the Subordination Test has been met and at least one class of the
                Group 3
                Subordinate Certificates remains outstanding, the product of (x)
                the then
                applicable related Senior Percentage and (y) that portion of the
                Class A
                Principal Adjustment Amount for Collateral Pool 3 included in the
                Group 3
                Available Distribution Amount for such Loan Group and Distribution
                Date.

            


    

     

    “Senior
      Support Certificates”:  The Class 1A1B Certificates, the Class 2A2B
      Certificates, the Class 212B Certificates, the Class 2A3B Certificates, the
      Class 2A4B Certificates, the Class 2A5B Certificates, the Class 3A1B
      Certificates, the Class 3A1C Certificates, the Class 31AB Certificates, the
      Class 3A2B Certificates and the Class 3A3B Certificates.

     

    “Senior
      Support Components”: the 2A1B Component and the 22AB Component.

     

    “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
      Master Servicer in connection with a default, delinquency or other unanticipated
      event by the Master 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, and (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. The
      Master 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 Master Servicer, would not be ultimately recoverable from related Insurance
      Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
      provided herein.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one month’s interest (or in the event of any payment of interest which
      accompanies a Principal Prepayment in full made by the Mortgagor during such
      calendar month, interest for the number of days covered by such payment of
      interest) at the applicable Servicing Fee Rate on the same principal amount
      on
      which interest on such Mortgage Loan accrues for such calendar month. A portion
      of such Servicing Fee may be retained by any Sub-Servicer as its servicing
      compensation.

     

    “Servicing
      Fee Rate”: The Servicing Fee Rate on the Mortgage Loans will range from 0.175%
      per annum to 0.375% per annum and the Servicing Fee Rate on certain Mortgage
      Loans serviced by Countrywide Servicing will step-up from 0.175% to 0.200%
      on
      the initial Adjustment Date.  The Servicing Fee Rate for each Mortgage
      Loan shall be as indicated in the Mortgage Loan Schedule.

     

    “Servicing
      Officer”: Any employee of the Master Servicer involved in, or responsible for,
      the administration and servicing of the Mortgage Loans, whose name appears
      on a
      list of Servicing Officers furnished by the Master 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
      Estimate”:  With respect to any Distribution Date, and in accordance
      with Item 1115 of Regulation AB, shall be an amount determined based on the
      reasonable good-faith estimate by the Sponsor or its affiliate of the aggregate
      maximum probable exposure of the outstanding related Certificates to the Swap
      Agreement.

     

    “Significance
      Percentage”:  With respect to any Distribution Date and the Swap
      Agreement, and in accordance with Item 1115 of Regulation AB, shall be an
      percentage equal to the Significance Estimate divided by the aggregate
      outstanding Certificate Principal Balance of the related Certificates, prior
      to
      the distribution of the Principal Distribution Amount on such Distribution
      Date.

     

    “Single
      Certificate”: With respect to any Class of Certificates (other than any Class of
      Residual Certificates or the Class 3P Certificates), a hypothetical Certificate
      of such Class evidencing a Percentage Interest for such Class corresponding
      to
      an initial Certificate Principal Balance or initial Notional Amount, as
      applicable, of $1,000. With respect to each Class of the Residual Certificates
      and the Class 3P Certificates, a hypothetical Certificate of such Class
      evidencing a 20% Percentage Interest in such Class.

     

    “Special
      Hazard Amount”:  For Collateral Pool 1, initially an amount equal to
      $4,447,636.  For Collateral Pool 2, initially an amount equal to
      $7,606,000. For Collateral Pool 3, initially an amount equal to $6,800,000.
      As
      of each anniversary of the Cut-off Date, for any Collateral Pool the Special
      Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the
      immediately preceding anniversary of the Cut-off Date less the sum of all
      amounts allocated to the related Subordinate Certificates in respect of Special
      Hazard Losses on the related Mortgage Loans during such year and (ii) the
      related Adjustment Amount for such anniversary.  After the Certificate
      Principal Balances of the related Subordinate Certificates are reduced to zero,
      the Special Hazard Amount for a Collateral Pool will be zero.

     

    “Special
      Hazard Loss”: Any Realized Loss or portion thereof not in excess of the lesser
      of the cost of repair or replacement of a Mortgaged Property suffered by such
      Mortgaged Property by reason of damage caused by certain hazards (including
      earthquakes, mudflows, and, to a limited extent, floods) not insured against
      under the hazard insurance policies or fire or flood insurance policies required
      to be maintained in respect of such Mortgaged Property pursuant to Section
      3.14,
      or by reason of the application of any co-insurance provision. Special Hazard
      Losses shall not include any Extraordinary Loss or any of the
      following:

     

    (i)           wear
      and tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent
      vice
      or latent defect; animals, birds, vermin, insects;

     

    (ii)           smog,
      smoke, vapor, liquid or dust discharge from agricultural or industrial
      operations; pollution; contamination;

     

    (iii)           settling,
      subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations,
      walls, floors, roofs or ceilings; and

     

    (iv)           errors
      in design, faulty workmanship or faulty materials, unless the collapse of the
      property or a part thereof ensues and then only for the ensuing
      loss.

     

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

     

    “S&P”:
      Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies,
      Inc., 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 Master 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 Master 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 Master 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.  Solely for the purposes of this
      definition, any Principal Prepayment, Liquidation Event or Realized Loss that
      is
      subject to a Forward Shifted Prepayment Period and that occurs after the last
      day of the calendar month preceding the month in which the related Distribution
      Date occurs shall be deemed to have occurred during such calendar
      month.

     

    “Stayed
      Funds”: If the Master Servicer is the subject of a proceeding under the federal
      Bankruptcy Code and the making of a 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 Master Servicer,
      a trustee in bankruptcy or a federal bankruptcy court and should have been
      the
      subject of such remittance absent such prohibition.

     

     “Subordinate
      Certificates”: The Group 1 Subordinate Certificates, the Group 2 Subordinate
      Certificates and the Group 3 Subordinate Certificates.

     

    “Subordinate
      Net WAC Rate”: The Group 2 Subordinate Net WAC Rate or the
      Group 3 Subordinate Net WAC Rate.

     

     “Subordinate
      Percentage”: The Group 1 Subordinate Percentage, a Group 2 Subordinate
      Percentage or a Group 3 Subordinate Percentage, as applicable.

     

    “Subordinate
      Prepayment Percentage”: The Group 1 Subordinate Prepayment
      Percentage,  a Group 2 Subordinate Prepayment Percentage or a Group 3
      Subordinate Prepayment Percentage, as applicable.

     

    “Subordinate
      Principal Distribution Amount”: With respect to a Collateral Pool and for any
      Distribution Date, an amount equal to the lesser of (i) the related Available
      Distribution Amounts, remaining after distribution of the Interest Distribution
      Amounts and Senior Principal Distribution Amounts to the related Classes of
      Certificates, and the Interest Distribution Amounts to the related Classes
      of
      Subordinate Certificates, and (ii) the aggregate of the sum of:

     

    (a)  for
      each
      Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or a
      Collateral Pool (in the case of Collateral Pool 1), the product
      of (x)
      the then-applicable related Subordinate Percentage and (y) the sum of the
      following:

     

    
      	
               

            	
              (i)

            	
              the
                aggregate of the principal portions of all Monthly Payments due during
                the
                related Due Period in respect of the related Mortgage Loans, whether
                or
                not received;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                principal portion of all Insurance Proceeds, Subsequent Recoveries
                and
                Liquidation Proceeds (other than amounts described in clause (c)
                below)
                received in respect of the related Mortgage Loans during the related
                Prepayment Period (other than any related Mortgage Loan that was
                purchased, sold or replaced pursuant to or as contemplated by Section
                2.03, Section 3.16(c) or Section 9.01 during the related Prepayment
                Period), net of any portion thereof that represents a recovery of
                principal for which an advance was made by the Master Servicer pursuant
                to
                Section 4.03 in respect of a preceding Distribution
                Date;

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Stated Principal Balance (calculated immediately prior to such
                Distribution Date) of each related Mortgage Loan that was purchased,
                sold
                or replaced pursuant to or as contemplated by Section 2.03, Section
                3.16(c) or Section 9.01 during the related Prepayment
                Period;

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

            	
              in
                connection with the substitution of one or more Qualified Substitute
                Mortgage Loans for one or more Deleted Mortgage Loans in the related
                Collateral Pool pursuant to Section 2.03 during the related Prepayment
                Period, the excess, if any, of (A) the aggregate of the Stated Principal
                Balances (calculated as of the respective dates of substitution)
                of such
                Deleted Mortgage Loans, net of the aggregate of the related principal
                portions of the Monthly Payments due during the related Prepayment
                Period
                (to the extent received from the related Mortgagor or advanced by
                the
                related Servicer and distributed pursuant to Section 4.01 on the
                Distribution Date in the related Prepayment Period) in respect of
                each
                such Deleted Mortgage Loan that was replaced prior to the Distribution
                Date in the related Prepayment Period, over (B) the aggregate of
                the
                Stated Principal Balances (calculated as of the respective dates
                of
                substitution) of such Qualified Substitute Mortgage
                Loans;

            


    

     

    (b)  for
      each Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or
      a
      Collateral Pool (in the case of Collateral Pool 1) the product of (x) the
      then-applicable related Subordinate Prepayment Percentage and (y) the Principal
      Prepayments received in respect of the related Mortgage Loans during the related
      Prepayment Period;

     

    (c)  for
      each Loan Group (in the case of Collateral Pool 2 or Collateral Pool 3) or
      a
      Collateral Pool (in the case of Collateral Pool 1) with respect to any
      related Mortgage Loans which were the subject of a Final Recovery Determination
      in the related Prepayment Period, the amount, if any, by which the net
      Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
      of
      such Mortgage Loans exceed the amount distributable to the related Senior
      Certificates;

     

    (d)  in
      the
      case of any Distribution Date subsequent to the initial Distribution Date,
      an
      amount equal to the excess, if any, of the amounts calculated pursuant to
      clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
      over the aggregate distributions of principal made in respect of the Subordinate
      Certificates on such immediately preceding Distribution Date pursuant to Section
      4.01 to the extent that any such amounts are not attributable to Realized Losses
      that were allocated to the Subordinate Certificates pursuant to Section 4.04;
      and

     

    (e)  for
      each Loan Group within Collateral Pool 2 or Collateral Pool 3, as applicable,
      the product of (x) the then applicable related Subordinate Percentage
      of
      any Class A Principal Adjustment Amount included in the Available Distribution
      Amount for such Loan Group, if the Subordination Test with respect to the
      related Subordinate Certificates has been met with respect to such Distribution
      Date.

     

    “Subordination
      Test”: With respect to Collateral Pool 2 or Collateral Pool 3, the Subordination
      Test will be met if the Aggregate Subordinate Percentage for such Collateral
      Pool is equal to or greater than two times the initial Aggregate Subordinate
      Percentage for such Collateral Pool on the Closing Date.

     

    “Sub-Servicer”:
      Any Person (i) with which the Master Servicer has entered into a Sub-Servicing
      Agreement and which meets the qualifications of a Sub-Servicer pursuant to
      Section 3.02 or (ii) in the case of each Initial Sub-Servicing Agreement, the
      related servicer thereunder.

     

    “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 Master
      Servicer.

     

    “Sub-Servicing
      Agreement”: Either (i) the written contract between the Master Servicer and a
      Sub-Servicer relating to servicing and administration of certain Mortgage Loans
      as provided in Section 3.02 or (ii) any Initial Sub Servicing
      Agreement.

     

    “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 Master 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 hereof.

     

    “SunTrust”:
      SunTrust Mortgage, Inc., or its successors in interest.

     

    “SunTrust
      Mortgage Loans”: The Mortgage Loans originated by SunTrust Mortgage, Inc. and
      serviced by SunTrust pursuant to the Initial Sub-Servicing Agreement to which
      it
      is a party.

     

    “Super
      Senior Certificates”:  The Class 1A1A Certificates, the Class 2A1A
      Certificates, the Class 2A2A Certificates, the Class 22AA Certificates, the
      Class 2A3A Certificates, the Class 2A4A Certificates, the Class 2A5A
      Certificates, the Class 31AA Certificates, the Class 3A1A Certificates, the
      Class 3A2A Certificates and the Class 3A3A Certificates.

     

    “Swap
      Account”:  The separate Eligible Account created and initially
      maintained by the Trust Administrator pursuant to Section 4.10.

     

    “Swap
      Agreement:”  The Swap Agreement, dated as of October 31, 2007, between
      the Grantor Trust Trustee, on behalf of the Grantor Trust, and the Swap
      Provider, for the benefit of the holders of the Group 3 Floating Rate
      Certificates, including the Swap Credit Support Annex, any schedule,
      confirmation or other credit support document relating thereto, in substantially
      the form of Exhibit J hereto.

     

    “Swap
      Agreement Termination Date”: The earlier of (i) the Distribution Date in July
      2012 and (ii) the Distribution Date upon which the Certificate Principal Balance
      of the Group 3 Floating Rate Certificates has been reduced to zero.

     

    “Swap
      Collateral Account”:  As defined in Section 4.11 hereof.

     

    “Swap
      Credit Support Annex”:  The credit support annex, dated as of October
      31, 2007, between the Grantor Trust Trustee and the Swap Provider, which is
      annexed to and forms part of the Swap Agreement.

     

    “Swap
      Custodian Required Rating Threshold” means, with respect to an entity, (i) 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+”, and (ii) a long-term unsecured and
      unsubordinated debt rating from Fitch of “BBB” and a short-term unsecured and
      unsubordinated debt rating from Fitch of “F2”.

     

     “Swap
      Guaranty”:  As defined in Section 4.10 hereof.

     

     “Swap
      Provider”: The swap provider under the Swap Agreement.  Initially,
      Deutsche Bank AG, New York Branch.

     

    “Swap
      Provider Trigger Event”: A Swap Provider Trigger Event shall have occurred if
      any of an Event of Default (under the Swap Agreement) with respect to which
      the
      Swap Provider is a Defaulting Party, a Termination Event (under the Swap
      Agreement) with respect to which the Swap Provider is the sole Affected Party
      or
      an Additional Termination Event (under the Swap Agreement) with respect to
      which
      the Swap Provider is the sole Affected Party has occurred.

     

    “Taylor,
      Bean”: Taylor, Bean & Whitaker Mortgage Corp, or its successors in
      interest.

     

    “Taylor,
      Bean Mortgage Loans”: The Mortgage Loans originated by Taylor Bean and serviced
      by Wells Fargo pursuant to the Initial Sub-Servicing Agreement to which it
      is a
      party.

     

    “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, and the applicable federal income tax returns to be filed on behalf
      of the Grantor Trust, 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”:
      With respect to the termination of REMIC I, the Seller (provided that the Seller
      may at any time sell, assign or otherwise dispose of its right to be Terminator
      of REMIC I). With respect to the termination of REMIC II-A the Seller (provided
      that the Seller may at any time sell, assign or otherwise dispose of its right
      to be Terminator of REMIC II-A).  With respect to the termination of
      REMIC III-A the Seller (provided that the Seller may at any time sell, assign
      or
      otherwise dispose of its right to be Terminator of REMIC III-A).  If
      with respect to any Collateral Pool, the Seller fails to exercise such option,
      the Terminator may be the Master Servicer as provided 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
      Amount”:  The Trigger Amount for Collateral Pool 1 and for any
      Distribution Date occurring after the first five years from the Closing Date
      will be as follows: for any Distribution Date on or after the fifth and prior
      to
      the sixth anniversary of the first Distribution Date, 30% of the initial sum
      of
      the Certificate Principal Balances of the related Subordinate Certificates;
      for
      any Distribution Date on or after the sixth and prior to the seventh anniversary
      of the first Distribution Date, 35% of the initial sum of the Certificate
      Principal Balances of the related Subordinate Certificates; for any Distribution
      Date on or after the seventh and prior to the eighth anniversary of the first
      Distribution Date, 40% of the initial sum of the Certificate Principal Balances
      of the related Subordinate Certificates; for any Distribution Date on or after
      the eighth and prior to the ninth anniversary of the first Distribution Date,
      45% of the initial sum of the Certificate Principal Balances of the related
      Subordinate Certificates; and for any Distribution Date on or after the ninth
      anniversary of the first Distribution Date, 50% of the initial sum of the
      Certificate Principal Balances of the related Subordinate
      Certificates.

     

    The
      Trigger Amount for each of Collateral Pool 2 and Collateral Pool 3 and for
      any
      Distribution Date occurring after the first seven years from the Closing Date
      will be as follows: for any Distribution Date on or after the seventh and prior
      to the eighth anniversary of the first Distribution Date, 30% of the initial
      sum
      of the Certificate Principal Balances of the related Subordinate Certificates;
      for any Distribution Date on or after the eighth and prior to the ninth
      anniversary of the first Distribution Date, 35% of the initial sum of the
      Certificate Principal Balances of the related Subordinate Certificates; for
      any
      Distribution Date on or after the ninth and prior to the tenth anniversary
      of
      the first Distribution Date, 40% of the initial sum of the Certificate Principal
      Balances of the related Subordinate Certificates; for any Distribution Date
      on
      or after the tenth and prior to the eleventh anniversary of the first
      Distribution Date, 45% of the initial sum of the Certificate Principal Balances
      of the related Subordinate Certificates; and for any Distribution Date on or
      after the eleventh anniversary of the first Distribution Date, 50% of the
      initial sum of the Certificate Principal Balances of the related Subordinate
      Certificates.

     

    “Trust
      Administrator”: CitiMortgage, Inc., or its successor in interest, or any
      successor trust administrator appointed as herein provided.

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I, REMIC II-A, REMIC II-B, REMIC
      II-C, REMIC III-A, REMIC III-B, REMIC III-C, the Floater Cap Carryover Reserve
      Account or the assets of the Grantor Trust.

     

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

     

    “Trust
      REMIC”: Each of REMIC I, REMIC II-A, REMIC II-B, REMIC II-C, REMIC III-A, REMIC
      III-B and REMIC III-C.

     

    “Uncertificated
      Balance”:  The principal amount of any REMIC Regular Interest
      outstanding as of any date of determination. As of the Closing Date, the
      Uncertificated Balance of each such 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 such REMIC Regular Interest shall be reduced by all distributions of
      principal made on such REMIC Regular Interest on such Distribution Date pursuant
      to Section 4.07 and, if and to the extent necessary and appropriate, shall
      be
      further reduced on such Distribution Date by Realized Losses as provided in
      Section 4.07.

     

    “Undercollateralized
      Amount”: As to any Distribution Date and any Loan Group within Collateral Pool 2
      or Collateral Pool 3, the excess, if any, of the Certificate Principal Balance
      of the related Class A Certificates immediately prior to such Distribution
      Date
      over the sum of (i) the aggregate Scheduled Principal Balance of the related
      Mortgage Loans plus (ii) the aggregate Scheduled Principal Balance of the REO
      Properties in the related Loan Group, in each case before reduction for any
      Realized Losses on such Distribution Date.

     

    “Undercollateralized
      Loan Group”: With respect to Collateral Pool 2 or Collateral Pool 3, as to any
      Distribution Date, any Loan Group within such Collateral Pool for which an
      Undercollateralized Amount greater than zero is calculated.

     

    “Underlying
      Interest”: An uncertificated interest in the Trust evidencing a Regular Interest
      in REMIC III-C.  The aggregate of the Class 31AA Underlying Interest,
      the Class 3A1A Underlying Interest, the Class 3A1B Underlying Interest, the
      Class 3A1C Underlying Interest and the Class 31AB Underlying
      Interest.

     

    “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 Class R
      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, 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 value thereof as determined by
      an
      appraisal made for the originator of the Mortgage Loan at the time of
      origination of the Mortgage Loan or such other value assigned to such Mortgaged
      Property by the originator at the time of origination of the Mortgage
      Loan.

     

    “Voting
      Rights”:  The portion of the voting rights of all of the Certificates
      which is allocated to any Certificate. At all times during the term of this
      Agreement, (i) 99% of all of the Voting Rights relating to Collateral Pool
      1
      shall be allocated to the Holders of the related Classes of Regular Certificates
      in proportion to their then outstanding Certificate Principal Balances and
      (ii)
      1% of all Voting Rights relating to such Collateral Pool will be allocated
      among
      the Holders of the related Residual Certificates. All Voting Rights allocated
      to
      any Holders of any Class of Certificates shall be allocated among the Holders
      of
      the Certificates of such Class pro rata in accordance with the
      respective Percentage Interests evidenced thereby.

     

    The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate.  At all times during the term of this Agreement, (i)
      98% of all of the Voting Rights relating to Collateral Pool 2 shall be allocated
      to the Holders of the related Classes of Regular Certificates (other than the
      related Class 2 Interest Only Certificates) in proportion to their then
      outstanding Certificate Principal Balances, (ii) 1% of all Voting Rights
      relating to such Collateral Pool will be allocated among the Holders of the
      related Class 2 Interest Only Certificates in proportion to their then
      outstanding Notional Amounts and (iii) 1% of all Voting Rights relating to
      such
      Collateral Pool will be allocated among the Holders of the related Residual
      Certificates. All Voting Rights allocated to any Holders of any Class of
      Certificates shall be allocated among the Holders of the Certificates of such
      Class pro rata in accordance with the respective Percentage Interests
      evidenced thereby.

     

    The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate.  At all times during the term of this Agreement, (i)
      98% of all of the Voting Rights relating to Collateral Pool 3 shall be allocated
      to the Holders of the related Classes of Regular Certificates (other than the
      related Class 3 Interest Only Certificates) in proportion to their then
      outstanding Certificate Principal Balances, (ii) 1% of all Voting Rights
      relating to such Collateral Pool will be allocated among the Holders of the
      related Class 3 Interest Only Certificates in proportion to their then
      outstanding Notional Amounts and (iii) 1% of all Voting Rights relating to
      such
      Collateral Pool will be allocated among the Holders of the related Residual
      Certificates. All Voting Rights allocated to any Holders of any Class of
      Certificates shall be allocated among the Holders of the Certificates of such
      Class pro rata in accordance with the respective Percentage Interests
      evidenced thereby.

     

    “Weichert”:
      Weichert Financial Services, or its successors in interest.

     

    “Weichert
      Mortgage Loans”: The Mortgage Loans originated by Weichert and serviced by Wells
      Fargo pursuant to the Initial Sub-Servicing Agreement to which it is a
      party.

     

    “Wells
      Fargo”: Wells Fargo Bank, N.A., or its successor in interest.

     

    “Wells
      Fargo Mortgage Loans”: The Mortgage Loans originated by Wells Fargo and serviced
      by Wells Fargo pursuant to the Initial Sub-Servicing Agreement to which it
      is a
      party.

     

    
      	
              SECTION
                1.02  

            	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in
      a
      Collateral Pool for any Distribution Date shall be allocated among the related
      Certificates pro rata in accordance with, and to the extent of one
      month’s interest at the Pass Through Rate on the respective Certificate
      Principal Balance or Notional Amount of such Certificate immediately prior
      to
      such Distribution Date.

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Group 2 Mortgage
      Loans
      for any Distribution Date shall be allocated to Uncertificated Interest payable
      to each REMIC II-A Regular Interest, pro rata, based on, and to the extent
      of,
      one month’s interest at the then applicable respective REMIC II-A Remittance
      Rate on the respective Uncertificated Balance of each such REMIC II-A Regular
      Interest.

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Group 2 Mortgage
      Loans
      for any Distribution Date shall be allocated to Uncertificated Interest payable
      to each REMIC II-B Regular Interest in the same manner and priority as such
      amounts are allocated to the Corresponding Certificates.

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Group 3 Mortgage
      Loans
      for any Distribution Date shall be allocated to Uncertificated Interest payable
      to each REMIC III-A Regular Interest, pro rata, based on, and to the extent
      of,
      one month’s interest at the then applicable respective REMIC III-A Remittance
      Rate on the respective Uncertificated Balance of each such REMIC III-A Regular
      Interest.

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Group 3 Mortgage
      Loans
      for any Distribution Date shall be allocated to Uncertificated Interest payable
      to each REMIC III-B Regular Interest in the same manner and priority as such
      amounts are allocated to the Corresponding Certificates or Corresponding
      Underlying 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 Mortgage Loan Purchase Agreement
      (except Section 18 thereof), and all other assets included or to be included
      in
      REMIC I, REMIC II-A and REMIC III-A. Such assignment includes all interest
      and
      principal received by the Depositor or the Master 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 or any applicable additional
      interest accruing during the fixed-rate period on any Relationship ARM with
      respect to which the applicable relationship discount has been reduced or
      eliminated).  The Depositor herewith delivers to the Trustee an
      executed copy of the Mortgage Loan Purchase Agreement, and the Trustee, on
      behalf of the Certificateholders, acknowledges receipt of the same.

     

    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 (I)  each
      Mortgage Loan so transferred and assigned (other than a Mortgage Loan that
      is a
      Cooperative Loan):

     

    (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
      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 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;

     

    (v)  With
      respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
      to
      a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
      Policy or certificate or a copy thereof;

     

    (vi)  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; and

     

    and
      (II)
      with respect to each Mortgage Loan that is a Cooperative Loan so transferred
      and
      assigned:

     

    (vii)  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 and assignments 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;

     

    (viii)  The
      original executed proprietary lease or occupancy agreement and all assignments
      thereof showing a complete chain of assignment from the named secured party
      to
      the Trustee;

     

    (ix)  The
      original stocks, shares, membership certificate or other contractual agreement
      evidencing ownership and the original stock power executed in
      blank;

     

    (x)  The
      original executed recognition agreement and any executed assignments of
      recognition agreement showing a complete chain of assignment from the named
      secured party to the Trustee;

     

    (xi)  The
      original executed security agreement or similar document and all assignments
      thereof showing a complete chain of assignment from the named secured party
      to
      the Trustee;

     

    (xii)  Except
      for Mortgage Loans (x) secured by Mortgaged Properties in the State of New
      Jersey or (y) originated prior to October 1988 and secured by Mortgaged
      Properties in the State of New York, the executed UCC-1 financing statement
      with
      evidence of recording thereon and executed original UCC-3
      financing  statements or other appropriate UCC financing statements
      required by state law, evidencing a complete and unbroken chain from the
      mortgagee to the Trustee with evidence of recording thereon (or in a form
      suitable for recordation); and

     

    (xiii)  Any
      original assumption, modification or buydown agreement applicable to the
      Mortgage Loan.

     

    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 (vi) 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 (vi) 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 Master Servicer, at the expense of
      the
      Seller 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 Master 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 Master Servicer, at the expense of the Seller,
      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 Master 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 Master Servicer shall
      submit each Assignment for recording, at no expense to the Trust Fund or the
      Master 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 Master Servicer Event of Termination, (C) the occurrence of
      a
      bankruptcy, insolvency or foreclosure relating to the Seller, (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
      Seller fails to pay the cost of recording the Assignments, such expense will
      be
      paid by the Master Servicer and the Master Servicer shall be reimbursed for
      such
      expenses by the Trust as set forth herein.

     

    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
      Master Servicer to, and the Master 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.

     

    In
      connection with its servicing of Cooperative Loans and as required by law,
      the
      Master Servicer will use its best efforts to file timely continuation statements
      with regard to each financing statement and assignment relating to Cooperative
      Loans as to which the related Cooperative Unit is located outside of the State
      of New York.

     

    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 Seller, the Depositor or the Master 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 Master 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.

     

    It
      is
      agreed and understood by the parties hereto that it is not intended that any
      Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii)
      a
“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in
      the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
      or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices
      Act effective January 1, 2005.  It is agreed and understood by the
      parties hereto that it is not intended that any Mortgage Loan to be included
      in
      the Trust Fund not comply in all material respects with applicable local, state
      and federal laws, including, but not limited to, all applicable predatory and
      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)) 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 in any material respect,
      the Trustee or the Custodian on its behalf shall promptly so notify the
      Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master
      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 Master Servicer,
      the Trust Administrator, the Paying Agent or the Trustee of a breach of any
      of
      the representations and warranties made by the Seller in the Mortgage Loan
      Purchase 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. Initially, Citibank, N.A., is appointed as
      Custodian with respect to the Mortgage Files of the Mortgage Loans and,
      notwithstanding anything to the contrary herein, it is understood that such
      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
      their respective 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 Seller or the
                Depositor.

            


    

     

    (a)  Upon
      discovery or receipt of notice by the Depositor, the Master 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 Seller of
      any
      representation, warranty or covenant under the Mortgage Loan Purchase 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 Seller
      of
      such defect, missing document or breach and request that the Seller deliver
      such
      missing document or cure such defect or breach within 90 days from the date
      the
      Seller was notified of such missing document, defect or breach, and if the
      Seller 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 Seller under the Mortgage Loan Purchase Agreement (i) to
      repurchase such Mortgage Loan from REMIC I, REMIC II-A or REMIC III-A at the
      Purchase Price within 90 days after the date on which the Seller 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 Seller is obligated to do so under the Mortgage Loan Purchase
      Agreement. The Purchase Price for the repurchased Mortgage Loan and any
      indemnification shall be remitted by the Seller to the Master Servicer for
      deposit into the Collection Account, and the Trust Administrator, upon receipt
      of written notice from the Master Servicer of such deposit, shall give written
      notice to the Trustee that such deposit has taken place and the Trustee shall
      release (or cause the Custodian to release on its behalf) to the Seller 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 Seller shall furnish to it and as shall be necessary to vest
      in
      the Seller 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 Seller is not a member
      of
      MERS and repurchases a Mortgage Loan which is registered on the MERS System,
      the
      Seller pursuant to the Mortgage Loan Purchase 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 Seller 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
      Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan to
      be
      removed from REMIC I, REMIC II-A or REMIC III-A (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 Seller 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 Mortgage Loan Purchase Agreement to perform any applicable indemnification
      obligations with respect to any such omission, defect or breach, as provided
      in
      the Mortgage Loan Purchase 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.

     

    (b)  Reserved.

     

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

     

    (d)  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, REMIC II-A or REMIC III-A.

     

    As
      to any
      Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Seller
      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 Seller and the Master
      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 Seller. 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 Seller
      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 Master 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 Mortgage Loan Purchase
      Agreement (including all applicable representations and warranties thereof
      included in the Mortgage Loan Purchase Agreement), in each case as of the date
      of substitution.

     

    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Master 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 Seller to deliver or cause to be delivered, and shall request that such
      delivery be to the Master 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 Master Servicer of such deposit, shall release to the Seller 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 Seller shall deliver to it and as shall be necessary to vest
      therein any Deleted Mortgage Loan released pursuant hereto.

     

    In
      addition, the Seller 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.

     

    (e)  Upon
      discovery by the Depositor, the Master 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
      Seller. In connection therewith, the Seller pursuant to the Mortgage Loan
      Purchase 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 Seller 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 Seller under the Mortgage Loan Purchase Agreement or (ii) 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) and 2.03(d).
      The Trustee shall reconvey to the Depositor or the Seller, 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 Seller
      for breach of a representation or warranty.

     

    
      	
              SECTION
                2.04  

            	
              Reserved.

            


    

     

    
      	
              SECTION
                2.05  

            	
              Representations,
                Warranties and Covenants of the Master
                Servicer.

            


    

     

    The
      Master 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
      Master Servicer is a corporation duly organized, validly existing and in good
      standing under the laws of the State of New York and is duly authorized and
      qualified to transact any and all business contemplated by this Agreement to
      be
      conducted by the Master Servicer in any state in which a Mortgaged Property
      is
      located or is otherwise not required under applicable law to effect such
      qualification and, in any event, is in compliance with the doing business laws
      of any such State, to the extent necessary to ensure its ability to enforce
      each
      Mortgage Loan and to service the Mortgage Loans in accordance with the terms
      of
      this Agreement;

     

    (ii)  The
      Master Servicer has the full corporate power and authority to service each
      Mortgage Loan, and to execute, deliver and perform, and to enter into and
      consummate the transactions contemplated by this Agreement and has duly
      authorized by all necessary corporate action on the part of the Master Servicer
      the execution, delivery and performance of this Agreement; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the other
      parties hereto, constitutes a legal, valid and binding obligation of the Master
      Servicer, enforceable against the Master Servicer in accordance with its terms,
      except to the extent that (a) the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium, receivership and other similar laws relating
      to creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to the equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought;

     

    (iii)  The
      execution and delivery of this Agreement by the Master Servicer, the servicing
      of the Mortgage Loans by the Master Servicer hereunder, the consummation 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
      Master Servicer and will not (A) result in a breach of any term or provision
      of
      the charter or by-laws of the Master 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 Master Servicer is
      a
      party or by which it may be bound, or any statute, order or regulation
      applicable to the Master Servicer of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over the Master Servicer; and
      the Master 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 Master Servicer’s knowledge, would in the future
      materially and adversely affect, (x) the ability of the Master Servicer to
      perform its obligations under this Agreement or (y) the business, operations,
      financial condition, properties or assets of the Master Servicer taken as a
      whole;

     

    (iv)  The
      Master Servicer is an approved seller/servicer for Fannie Mae or Freddie Mac
      in
      good standing and is a HUD approved mortgagee pursuant to Section 203 of the
      National Housing Act;

     

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

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation 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;

     

    (vii)  The
      Master Servicer covenants that its computer and other systems used in servicing
      the Mortgage Loans operate in a manner such that the Master Servicer can service
      the Mortgage Loans in accordance with the terms of this Agreement;
      and

     

    (viii)  The
      Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
      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 Master 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. Subject to Section
      7.01,
      the obligation of the Master Servicer set forth in Section 2.03(c) to cure
      breaches shall constitute the sole remedies against the Master 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, REMIC II-A and REMIC III-A 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 Paying Agent, pursuant to the written request of the
      Depositor executed by an officer of the Depositor, has executed, and the
      Authenticating Agent has 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 Group 3 Floating Rate
      Certificates) and the Underlying Interests constitute the entire beneficial
      ownership interest in REMIC I, REMIC II-C and REMIC III-C.

     

    
      	
              SECTION
                2.07  

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

            


    

     

    (a)  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
      Group 1 Certificates. The Trustee 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 Group 1
      Certificates.  The Group 1 Certificates constitute the entire
      beneficial ownership interest in REMIC I.

     

    (b)  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 II-A for the benefit of the holders of
      the
      REMIC II-A Regular Interests (which are uncertificated) and the Class 2R
      Certificates (in respect of the Class R-IIA Residual Interest). The Trustee
      acknowledges receipt of the assets described in the definition of REMIC II-A
      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-A Regular Interests and the Class 2R
      Certificates (in respect of the Class R-IIA Residual Interest). The interests
      evidenced by the Class R-IIA Residual Interest, together with the REMIC II-A
      Regular Interests, constitute the entire beneficial ownership interest in REMIC
      II-A.

     

    (c)  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-A Regular Interests (which are uncertificated) for the benefit of the Holders
      of the REMIC II-B Regular Interests (which are uncertificated) and the Class
      2R
      Certificates (in respect of the Class R-IIB Residual Interest). The Trustee
      acknowledges receipt of the REMIC II-A 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-B Regular Interests (which are uncertificated) and
      the
      Class 2R Certificates (in respect of the Class R-IIB Residual Interest). The
      interests evidenced by the Class R-IIB Residual Interest, together with the
      REMIC II-B Regular Interests, constitute the entire beneficial ownership
      interest in REMIC II-B.

     

    (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 REMIC
      II-B Regular Interests (which are uncertificated) for the benefit of the Holders
      of the Group 2 Certificates (in the case of the Class 2R Certificates, in
      respect of the Class R-IIC Residual Interest). The Trustee acknowledges receipt
      of the REMIC II-B 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 Group
      2
      Certificates (in the case of the Class 2R Certificates, in respect of the Class
      R-IIC Residual Interest).  The interests evidenced by the Group 2
      Certificates (in the case of the Class 2R Certificates, in respect of the Class
      R-IIC Residual Interest) constitute the entire beneficial ownership interest
      in
      REMIC II-C.

     

    (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 assets
      described in the definition of REMIC III-A for the benefit of the holders of
      the
      REMIC III-A Regular Interests (which are uncertificated) and the Class 3R
      Certificates (in respect of the Class R-IIIA Residual Interest). The Trustee
      acknowledges receipt of the assets described in the definition of REMIC III-A
      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-A Regular Interests and the Class
      3R
      Certificates (in respect of the Class R-IIIA Residual Interest). The interests
      evidenced by the Class R-IIIA Residual Interest, together with the REMIC III-A
      Regular Interests, constitute the entire beneficial ownership interest in REMIC
      III-A.

     

    (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
      III-A Regular Interests (which are uncertificated) for the benefit of the
      Holders of the REMIC III-B Regular Interests (which are uncertificated) and
      the
      Class 3R Certificates (in respect of the Class R-IIIB Residual Interest). The
      Trustee acknowledges receipt of the REMIC III-A 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-B Regular Interests (which are uncertificated)
      and the Class 3R Certificates (in respect of the Class R-IIIB Residual
      Interest). The interests evidenced by the Class R-IIIB Residual Interest,
      together with the REMIC III-B Regular Interests, constitute the entire
      beneficial ownership interest in REMIC III-B.

     

    (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-B Regular Interests (which are uncertificated) for the benefit of the
      Holders of the Group 3 Certificates (other than the Group 3 Floating Rate
      Certificates) and the Underlying Interests (in the case of the Class 3R
      Certificates, in respect of the Class R-IIIC Residual Interest). The Trustee
      acknowledges receipt of the REMIC III-B 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 Group 3 Certificates (other than the Group 3 Floating Rate
      Certificates) and the Underlying Interests (in the case of the Class 3R
      Certificates, in respect of the Class R-IIIC Residual Interest).  The
      interests evidenced by the Group 3 Certificates (other than the Group 3 Floating
      Rate Certificates) and the Underlying Interests (in the case of the Class 3R
      Certificates, in respect of the Class R-IIIC Residual Interest), constitute
      the
      entire beneficial ownership interest in REMIC III-C.

     

    
      	
              SECTION
                2.08  

            	
              Execution
                of Swap Agreement by the Grantor Trust
                Trustee.

            


    

     

    The
      Grantor Trust Trustee is hereby directed to execute and deliver the 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 Grantor Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity.  The Grantor Trust
      Trustee is hereby directed to appoint the Paying Agent to perform the
      obligations of the Grantor Trust Trustee under the Swap Agreement.

     

    The
      Master Servicer, the Paying Agent, the Depositor and the Certificateholders
      (by
      acceptance of their Certificates) acknowledge and agree that:

     

    (i)  the
      Grantor Trust Trustee shall execute and deliver the Swap Agreement on behalf
      of
      Party B (as defined therein),

     

    (ii)  the
      Grantor Trust Trustee shall exercise the rights, perform the obligations, and
      make the representations of Party B thereunder, solely in its capacity as
      Grantor Trust Trustee on behalf of Party B (as defined therein) and not in
      its
      individual capacity, and

     

    (iii)  the
      Paying Agent is hereby directed act as agent for the Grantor Trust Trustee
      under
      the Swap Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Grantor Trust Trustee and the Paying Agent
      shall apply to the Grantor Trust Trustee’s and the Paying Agent’s performance of
      their respective duties and satisfaction of their obligations thereunder by
      the
      Grantor Trust Trustee or the Paying Agent.

     

    SECTION
      2.09  Grantor
      Trust Designations.

     

    The
      Group
      3 Floating Rate Certificates are hereby designated as undivided beneficial
      interests in the portion of the Trust Fund consisting of the Underlying
      Interests and the Swap Agreement, which portion shall be treated as a grantor
      trust within the meaning of subpart E, Part I of subchapter J of the
      Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	
              SECTION
                3.01  

            	
              Master
                Servicer to Act as Master Servicer.

            


    

     

    The
      Master Servicer shall service and administer the Mortgage Loans on behalf of
      the
      Trustee and in the best interests of and for the benefit of the
      Certificateholders (as determined by the Master 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 Master Servicer, any Sub-Servicer or any Affiliate of
      the
      Master Servicer or any Sub-Servicer may have with the related
      Mortgagor;

     

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

     

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

     

    (iv)  the
      Master 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 Master 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 Master
      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
      Master Servicer in its own name or in the name of a Sub-Servicer is hereby
      authorized and empowered by the Trustee when the Master 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 Master 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 Master Servicer shall also comply in the performance of this Agreement
      with
      all reasonable rules and requirements of each insurer under each Primary
      Mortgage Insurance Policy and any standard hazard insurance policy. Subject
      to
      Section 3.17, the Trustee shall execute, at the written request of the Master
      Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents
      as are necessary or appropriate to enable the Master Servicer or any
      Sub-Servicer to carry out their servicing and administrative duties hereunder,
      and the Trustee hereby grants to the Master Servicer a power of attorney to
      carry out such duties. The Trustee shall not be liable for the actions of the
      Master Servicer or any Sub-Servicers under such powers of attorney.

     

    In
      accordance with the standards of the preceding paragraph, the Master 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 Master
      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.

     

    The
      Master 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 Master 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 Master Servicer, such default is reasonably foreseeable,
      incurred in connection with the actions described in the preceding sentence,
      shall be subject to withdrawal by the Master Servicer from the Collection
      Account.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer may not make
      any
      future advances with respect to a Mortgage Loan (except as provided in Section
      4.03) and the Master 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 Master 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, 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.  Consistent with the foregoing, in connection with a
      partial Principal Prepayment, the Master Servicer may at its option reduce
      or
      permit a Sub-Servicer to reduce the scheduled Monthly Payments on the related
      Mortgage Loan so that the remaining outstanding principal amount owed under
      such
      Mortgage Loan will be paid in equal monthly installments of principal and
      interest by the originally scheduled maturity date.  In addition, in
      connection with any modification of a Mortgage Loan that is entered into by
      a
      Mortgagor in lieu of refinancing and that is not permitted by this paragraph
      or
      by Section 3.07, the Master Servicer shall treat such modification for remitting
      and reporting purposes as a Principal Prepayment in full to the Trust occurring
      concurrently with the origination of a new mortgage loan, which is not in the
      Trust, to the Mortgagor.  For any such Mortgage Loan that has been so
      deemed the subject of a Principal Prepayment in full, upon written notice from
      the Master Servicer of the deposit into the Collection Account of funds in
      an
      amount equal to all amounts that would be owed to the Trust by the related
      Mortgagor if such deemed Principal Prepayment were an actual Principal
      Prepayment in full, the Trustee and the Trust Administrator shall execute and
      deliver such instruments of transfer or assignment, in each case without
      recourse, as the Master Servicer or the applicable Sub-Servicer shall furnish
      to
      it and as shall be necessary to vest in the designated successor owner of such
      Mortgage Loan specified in such instruments such Mortgage Loan released pursuant
      hereto, and the Trustee and the Trust Administrator shall have no further
      responsibility with regard to such Mortgage Loan or the related Mortgage
      File.

     

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

     

    The
      Master Servicer shall accurately and fully report (or cause each Sub-Servicer
      to
      accurately and fully report), its borrower credit files to each of the credit
      repositories in a timely manner.

     

    
      	
              SECTION
                3.02  

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

            


    

     

    (a)  The
      Master 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. As of the Cut-Off Date,
      Countrywide Home Loans Servicing LP is the Sub-Servicer with respect to the
      Countrywide Mortgage Loans and in such capacity Countrywide Home Loans Servicing
      LP will be primarily responsible for the servicing of such Mortgage
      Loans.  As of the Cut-Off Date, GreenPoint is the Sub-Servicer with
      respect to the GreenPoint Mortgage Loans and in such capacity GreenPoint will
      be
      primarily responsible for the servicing of such Mortgage Loans.  As of
      the Cut-Off Date, Wells Fargo is the Sub-Servicer with respect to the Wells
      Fargo Mortgage Loans and in such capacity Wells Fargo will be primarily
      responsible for the servicing of such Mortgage Loans.

     

    (b)  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, (ii) an
      institution approved as a mortgage loan originator by the Federal Housing
      Administration or an institution the deposit accounts of which are insured
      by
      the FDIC and (iii) 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 Master 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 Master 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 Master Servicer, are
      conclusively deemed to be inconsistent with this Agreement and therefore
      prohibited. The Master 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 Master Servicer’s execution and
      delivery of such instruments.

     

    (c)  As
      part
      of its servicing activities hereunder, the Master 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 and of the Seller under the Mortgage
      Loan Purchase Agreement, including, without limitation, any obligation to make
      advances in respect of delinquent payments as required by a Sub- Servicing
      Agreement, or to purchase a Mortgage Loan on account of missing or defective
      documentation or on account of a breach of a representation, warranty or
      covenant, as described in Section 2.03(a). 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 Master Servicer,
      in
      its good faith business judgment, would require were it the owner of the related
      Mortgage Loans. The Master 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
      Master 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 Master
      Servicer without any act or deed on the part of such Sub-Servicer or the Master
      Servicer, and the Master 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 (other than any Initial 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 Master Servicer shall, for any reason,
      no
      longer be the Master Servicer (including termination due to a Master Servicer
      Event of Default).

     

    
      	
              SECTION
                3.04  

            	
              Liability
                of the Master Servicer.

            


    

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between the Master Servicer and a Sub-Servicer or
      reference to actions taken through a Sub-Servicer or otherwise, the Master
      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 Master Servicer
      alone were servicing and administering the Mortgage Loans. The Master Servicer
      shall be entitled to enter into any agreement with a Sub- Servicer for
      indemnification of the Master 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 Master 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 Master Servicer shall be solely liable for all fees owed
      by it
      to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation
      pursuant to this Agreement is sufficient to pay such fees.

     

    
      	
              SECTION
                3.06  

            	
              Assumption
                or Termination of Sub-Servicing Agreements by
                Trustee.

            


    

     

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

     

    The
      Master Servicer at its expense shall, upon request of the Trustee, 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
      Master 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 related Primary Mortgage Insurance Policy and any other
      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 Master Servicer may in its discretion (i) waive
      any late payment charge or, if applicable, penalty interest, only upon
      determining that the coverage of such Mortgage Loan by the related Primary
      Mortgage Insurance Policy, if any, will not be affected, 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 Master 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 Master Servicer, such default is reasonably foreseeable, the Master
      Servicer, consistent with the standards set forth in Section 3.01,
      may  waive, modify or vary any term of such Mortgage Loan (including
      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 set forth 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
      Master 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).

     

    
      	
              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 (provided,
      however, that in the case of each Initial Sub-Servicing Agreement, the
      applicable Sub-Servicing Account shall comply with all requirements of the
      Initial Sub-Servicing Agreement relating to the custodial account provided
      for
      therein). The Sub-Servicer shall deposit 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 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, and shall thereafter deposit such amounts in the
      Sub-Servicing Account, in no event more than one Business Day after the deposit
      of such funds into the clearing account. The Sub-Servicer shall thereafter
      remit
      such proceeds to the Master Servicer for deposit in the Collection Account
      not
      later than two Business Days after the deposit of such amounts in the
      Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement,
      at such time as is required pursuant to the terms of the Initial Sub-Servicing
      Agreement). For purposes of this Agreement, the Master 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.

            


    

     

    The
      Master Servicer shall establish and maintain (or cause a Sub-Servicer to
      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 ground rents, taxes, assessments, fire and
      hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges,
      sewer rents and comparable items for the account of the Mortgagors (“Escrow
      Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible
      Accounts. The Master Servicer (or the applicable Sub-Servicer) shall deposit
      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 Master Servicer’s (or the applicable
      Sub-Servicer’s) receipt thereof, all Escrow Payments collected on account of the
      Mortgage Loans and shall thereafter deposit such Escrow Payments in the
      Servicing Accounts, in no event more than one Business Day after the deposit
      of
      such funds in the clearing account, for the purpose of effecting the 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 payment of
      Escrow Payments; (ii) reimburse the Master Servicer (or a Sub-Servicer to the
      extent provided in the related Sub-Servicing Agreement) 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 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; (v) clear and terminate the Servicing Account at the
      termination of the Master Servicer’s obligations and responsibilities in respect
      of the Mortgage Loans under this Agreement in accordance with Article IX; or
      (vi) recover amounts deposited in error. As part of its servicing duties, the
      Master Servicer or Sub-Servicers 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. To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Master Servicer
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that avoids the loss of the Mortgaged Property due to a tax sale
      or the foreclosure of a tax lien. The Master 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 advances
      from its own funds to effect such payments.

     

    
      	
              SECTION
                3.10  

            	
              Collection
                Account and Distribution Account.

            


    

     

    (a)  On
      behalf
      of the Trust Fund, the Master 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 Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Master 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 Master
      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, 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, Subsequent Recoveries and Liquidation Proceeds (other than
      proceeds collected in respect of any particular REO Property and amounts paid
      by
      the Master 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 Master 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;

     

    (viii)  [reserved];
      and

     

    (ix)  [reserved].

     

    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 need not be deposited by the Master Servicer in the Collection Account.
      In
      the event the Master 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.

     

    (b)  On
      behalf
      of the Trust Fund, the Paying Agent on behalf of the Trust Administrator 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 Master Servicer
      shall deliver to the Paying Agent in immediately available funds for deposit
      in
      the Distribution Account on or before 12:00 p.m. New York time (i) on the Master
      Servicer Remittance Date, that portion of the Group 1 Available Distribution
      Amount, the Group 2 Available Distribution Amount and the Group 3 Available
      Distribution Amount (calculated in each case without regard to the subtraction
      therefrom of any applicable lender-paid primary mortgage insurance premium
      described in clause (i)(a) of each definition thereof) for the related
      Distribution Date then on deposit in the Collection Account and (ii) on each
      Business Day as of the commencement of which the balance on deposit in the
      Collection Account exceeds $75,000 following any withdrawals pursuant to the
      next succeeding sentence, the amount of such excess, but only if the Collection
      Account constitutes an Eligible Account solely pursuant to clause (ii) of the
      definition of “Eligible Account.” If the balance on deposit in the Collection
      Account exceeds $75,000 as of the commencement of business on any Business
      Day
      and the Collection Account constitutes an Eligible Account solely pursuant
      to
      clause (ii) of the definition of “Eligible Account,” the Master Servicer shall,
      on or before 12:00 p.m. New York time on such Business Day, withdraw from the
      Collection Account any and all amounts payable or reimbursable to the Depositor,
      the Master Servicer, the Trustee, the Trust Administrator, the Seller or any
      Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
      entitled thereto.

     

    (c)  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
      Master Servicer shall give notice to the Trustee, the Trust Administrator,
      the
      Paying Agent and the Depositor of the location of the Collection Account
      maintained by it when established and prior to any change thereof. The Paying
      Agent shall give notice to the Master Servicer, the Trust Administrator, the
      Paying Agent and the Depositor of the location of the Distribution Account
      when
      established and prior to any change thereof.

     

    (d)  Funds
      held in the Collection Account at any time may be delivered by the Master
      Servicer to the Paying Agent on behalf of 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 Paying Agent shall have the sole authority
      to withdraw any funds held pursuant to this subsection (d). In the event the
      Master Servicer shall deliver to the Paying Agent for deposit in the
      Distribution Account any amount not required to be deposited therein, it may
      at
      any time request that the Paying Agent withdraw such amount from the
      Distribution Account and remit to it any such amount, any provision herein
      to
      the contrary notwithstanding. In addition, the Master Servicer shall deliver
      to
      the Paying Agent from time to time for deposit, and upon written notification
      from the Master Servicer, the Paying Agent 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 Master 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.

     

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

     

    (f)  The
      Master 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.

            


    

     

    (a)  The
      Master 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 Paying Agent 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 Master 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 Master 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 Master Servicer
      from a Mortgagor, or otherwise received with respect to such Mortgage Loan
      and
      (C) any nonrecoverable Servicing Advances following the final liquidation of
      a
      Mortgage Loan, 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 Master Servicer or any
      Sub-Servicer for such Servicing Advances;

     

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

     

    (v)  to
      pay to
      the Master Servicer, the Depositor or the Seller, 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 Master Servicer for any P&I Advance previously made which the
      Master Servicer has determined to be a Nonrecoverable P&I Advance in
      accordance with the provisions of Section 4.03;

     

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

     

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

     

    (x)  to
      reimburse the Master Servicer for any unreimbursed P&I Advances or Servicing
      Advances previously made on Mortgage Loans that were the subject to a
      Capitalization Modification pursuant to Section 3.07 where such P&I Advance
      or Servicing Advance is added to the unpaid Stated Principal Balance of such
      Mortgage Loan (but, in the case of this clause (x), such reimbursement shall
      be
      permitted only from amounts on deposit in the Collection Account in respect
      of
      scheduled and unscheduled collections of principal on the Mortgage Loans in
      the
      related Collateral Pool, in the case of the Mortgage Loans in Collateral Pool
      1,
      or the related Loan Group, in the case of the Mortgage Loans in Collateral
      Pool
      2 and Collateral Pool 3); and

     

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

     

    The
      Master 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 Master
      Servicer shall provide written notification to the Trustee, the Trust
      Administrator and the Paying Agent, on or prior to the next succeeding Master
      Servicer Remittance Date, upon making any withdrawals from the Collection
      Account pursuant to subclause (vii) above.

     

    (b)  The
      Paying Agent shall, from time to time, make withdrawals from the Distribution
      Account, for any of the following purposes, without priority:

     

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

     

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

     

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

     

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

     

    (v)  to
      pay
      any Extraordinary Trust Fund Expenses;

     

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

     

    (vii)  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.

            


    

     

    (a)  The
      Master Servicer may direct any depository institution maintaining the Collection
      Account (for purposes of this Section 3.12, an “Investment Account”), and the
      Paying Agent may 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 Paying Agent 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 Paying Agent 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.

            


    

     

    (b)  All
      income and gain realized from the investment of funds deposited in the
      Collection Account held by or on behalf of the Master Servicer, shall be for
      the
      benefit of the Master Servicer and shall be subject to its withdrawal in
      accordance with Section 3.11. The Master 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.

     

    (c)  All
      income and gain realized from the investment of funds deposited in the
      Distribution Account held by or on behalf of the Paying Agent, shall be for
      the
      benefit of the Paying Agent and shall be subject to its withdrawal at any time.
      The Paying Agent 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.

     

    (d)  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 Trustee
      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  

            	
              Maintenance
                of the Primary Mortgage Insurance Policies; Collections
                Thereunder.

            


    

     

    The
      Master Servicer will maintain or cause the related Sub-Servicer, if any, to
      maintain in full force and effect, if required under the Mortgage Loan Purchase
      Agreement and to the extent available, a Primary Mortgage Insurance Policy
      with
      respect to each Mortgage Loan so insured as of the Closing Date (or, in the
      case
      of a Qualified Substitute Mortgage Loan, on the date of substitution). Such
      coverage will be maintained with respect to each such Mortgage Loan for so
      long
      as it is outstanding, subject to any applicable laws or until the related
      Loan-to-Value Ratio is reduced to less than or equal to 80% based on Mortgagor
      payments. The Master Servicer shall cause the premium for each Primary Mortgage
      Insurance Policy to be paid on a timely basis and shall pay such premium out
      of
      its own funds if it is not otherwise paid. The Master Servicer or the related
      Sub-Servicer, if any, will not cancel or refuse to renew any such Primary
      Mortgage Insurance Policy in effect on the Closing Date (or, in the case of
      a
      Qualified Substitute Mortgage Loan, on the date of substitution) that is
      required to be kept in force under this Agreement unless a replacement Primary
      Mortgage Insurance Policy for such canceled or non-renewed policy is obtained
      from and maintained with a Qualified Insurer.

     

    The
      Master Servicer shall not take, or permit any Sub-Servicer to take, any action
      which would result in non-coverage under any applicable Primary Mortgage
      Insurance Policy of any loss which, but for the actions of the Master Servicer
      or Sub-Servicer, would have been covered thereunder. The Master Servicer will
      comply in the performance of this Agreement with all reasonable rules and
      requirements of each insurer under each Primary Mortgage Insurance Policy.
      In
      connection with any assumption and modification agreement or substitution of
      liability agreement entered into or to be entered into pursuant to Section
      3.15,
      the Master Servicer shall promptly notify the insurer under the related Primary
      Mortgage Insurance Policy, if any, of such assumption in accordance with the
      terms of such policies and shall take all actions which may be required by
      such
      insurer as a condition to the continuation of coverage under the Primary
      Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy is
      terminated as a result of such assumption, the Master Servicer or the related
      Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
      provided above.

     

    In
      connection with its activities as administrator and servicer of the Mortgage
      Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
      the Trustee and the Certificateholders, claims to the insurer under any Primary
      Mortgage Insurance Policy in a timely fashion in accordance with the terms
      of
      such policies and, in this regard, to take such action as shall be necessary
      to
      permit recovery under any Primary Mortgage Insurance Policy respecting a
      defaulted Mortgage Loan. Any amounts collected by the Master Servicer under
      any
      Primary Mortgage Insurance Policy shall be deposited in the Collection Account,
      subject to withdrawal pursuant to Section 3.11; and any amounts collected by
      the
      Master Servicer under any Primary Mortgage Insurance Policy in respect of any
      REO Property shall be deposited in the Collection Account, subject to withdrawal
      pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced
      by
      a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the
      Certificateholders, will present claims to the insurer under any Primary
      Mortgage Insurance Policy and all collections thereunder shall be deposited
      initially in the Sub-Servicing Account.

     

    
      	
              SECTION
                3.14  

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

            


    

     

    (a)  The
      Master Servicer shall cause to be maintained for each Mortgage Loan (other
      than
      a Cooperative Loan) fire insurance with extended coverage on the related
      Mortgaged Property in an amount which is at least equal to the least of (i)
      the
      current principal balance of such Mortgage Loan, (ii) the amount necessary
      to
      fully compensate for any damage or loss to the improvements that are a part
      of
      such property on a replacement cost basis and (iii) the maximum insurable value
      of the improvements which are a part of such Mortgaged Property, 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
      Master Servicer shall also cause to be maintained fire insurance with extended
      coverage on each REO Property (other than REO Properties acquired in respect
      of
      Cooperative Loans) 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, plus accrued interest at the Mortgage Rate
      and
      related Servicing Advances. The Master 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 Master
      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
      Master 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 Master 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.
      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 Master 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).

     

    In
      the
      event that the Master Servicer shall obtain and maintain a blanket policy with
      an insurer having a General Policy Rating of A:X or better in Best’s Key Rating
      Guide (or such other rating that is comparable to such rating) 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 Master 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 Master Servicer agrees to prepare and present, on behalf of itself,
      the Trustee and the Certificateholders, claims under any such blanket policy
      in
      a timely fashion in accordance with the terms of such policy.

     

    (b)  The
      Master 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 the Master Servicer’s 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 Master Servicer has obtained a waiver of such
      requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also
      maintain a fidelity bond in the form and amount that would meet the requirements
      of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver
      of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall
      provide the Trustee and the Paying Agent (upon the Trustee’s or Paying Agent’s
      reasonable request) with copies of any such insurance policies and fidelity
      bond. The Master Servicer shall be deemed to have complied with this provision
      if an Affiliate of the Master 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 Master 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. The Master
      Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
      covering errors and omissions and a fidelity bond which would meet such
      requirements.

     

    
      	
              SECTION
                3.15  

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

            


    

     

    The
      Master 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
      Master Servicer shall not exercise any such rights if prohibited by law from
      doing so or if the exercise of such rights would impair or threaten to impair
      any recovery under the related Primary Mortgage Insurance Policy, if any. If
      the
      Master 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 Master 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 Master 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 underwriting criteria of the Master Servicer. In connection
      with any assumption or substitution, the Master 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 Master 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 Primary Mortgage
      Insurance Policy or hazard insurance policy, or a new policy meeting the
      requirements of this Section is obtained. Any fee collected by the Master
      Servicer in respect of an assumption or substitution of liability agreement
      will
      be retained by the Master 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 Master Servicer shall notify the Trustee
      that
      any such substitution or assumption agreement has been completed by forwarding
      to the Custodian (with a copy to 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 Master
      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 Master 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.

            


    

     

    (a)  The
      Master 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 Master 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 Master 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
      Master 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.

     

    (b)  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 Master 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 Master 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 Master 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 Master
      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 3.23 shall be
      advanced by the Master Servicer, subject to the Master 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
      Master 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 Master 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 Master Servicer, subject to the Master 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.

     

    (c)  The
      Master Servicer shall have the right to purchase from the Trust Fund any
      defaulted Mortgage Loan that is 90 days or more delinquent, which the Master
      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. The Purchase Price for any Mortgage Loan purchased hereunder
      shall be deposited in the Collection Account, and the Trustee (or the Custodian
      on behalf of the Trustee), upon receipt of written certification from the Master
      Servicer of such deposit, shall release or cause to be released to the Master
      Servicer the related Mortgage File and the Trustee (or the Custodian on behalf
      of the Trustee), upon receipt of written certification from the Master Servicer
      of such deposit, shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as the Master Servicer shall furnish
      and as shall be necessary to vest in the Master Servicer title to any Mortgage
      Loan released pursuant hereto.

     

    (d)  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 Master 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 Master 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 Master Servicer or any Sub-Servicer pursuant to Section
      3.11(a)(iii)(A).

     

    
      	
              SECTION
                3.17  

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (a)  Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Master Servicer
      of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Master Servicer will immediately notify the Custodian, on
      behalf of the Trustee, by a certification 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
      promptly release the related Mortgage File to the Master Servicer, and the
      Master 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 Master Servicer for
      servicing purposes.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any Primary Mortgage
      Insurance Policy or any other insurance policy relating to the Mortgage Loans,
      the Custodian, on behalf of the Trustee, shall, upon request of the Master
      Servicer and delivery to the Custodian and the Trustee of a Request for Release
      in the form of Exhibit E-l, release the related Mortgage File to the Master
      Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction
      of the Master Servicer, execute such documents as shall be necessary to the
      prosecution of any such proceedings. Such Request for Release shall obligate
      the
      Master Servicer to return each and every document previously requested from
      the
      Mortgage File to the Custodian when the need therefor by the Master 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 Master
      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 Master
      Servicer.

     

    (c)  Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Master 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 Master Servicer hereunder, the Master
      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 Master 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 Master
      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 shall be retained by the Master Servicer (subject
      to Section 3.24) only to the extent such fees or charges are received by the
      Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred
      by it in connection with its servicing activities hereunder (including premiums
      due under any Primary Insurance Policies, if applicable, 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 Master Servicer shall
      forward to the Trust Administrator and the Trustee, upon the request of the
      Trust Administrator or the Trustee, a statement prepared by the Master 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
      the Certificates Registrar, and the Certificate Registrar shall provide the
      same
      to any Certificateholder and to any Person identified to the Certificate
      Registrar 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
      Master Servicer to the Trust Administrator and by the Trust Administrator to
      the
      Certificate Registrar.

     

    
      	
              SECTION
                3.20  

            	
              Statement
                as to Compliance.

            


    

     

    The
      Master Servicer shall deliver to the Depositor and 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  Master 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 Master 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 Master Servicer shall deliver, or cause any Sub-Servicer
      to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to
      which any servicing responsibilities have been delegated with respect to the
      Mortgage Loans, to the Depositor and the Trust Administrator as described above
      as and when required with respect to the Master Servicer.

     

    If
      the
      Master Servicer cannot deliver the related Annual Statement of Compliance by
      March 15th of
      such year, the Trustee, at the direction of the Depositor, may permit a cure
      period for the Master Servicer to deliver such Annual Statement of Compliance,
      but in no event later than March 18th of such
      year.

     

    Failure
      of the Master Servicer to comply with this Section 3.20 shall be deemed a Master
      Servicer Event of Default and the Trustee at the direction of the Depositor
      shall, 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 of the rights and obligations
      of the Master Servicer under this Agreement and in and to the Mortgage Loans
      and
      the proceeds thereof without compensating the Master Servicer for the
      same.  This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    The
      Master Servicer 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 that such Person may sustain
      based
      upon a breach of the Master Servicer’s obligations under this Section
      3.20.

     

    
      	
              SECTION
                3.21  

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a)  The
      Master 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 Master Servicer shall deliver to the Depositor
      and the Trust Administrator or cause to be delivered to the Depositor and 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 Master 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 Master 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 Master 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;

     

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

     

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

     

    (b)  As
      provided in 3.21(a)(iii) above, the Master Servicer shall, or shall cause any
      Sub-Servicer and each subcontractor determined by the Master 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
      Master Servicer cannot deliver any Assessment of Compliance or Attestation
      Report by March 1st of such
      year, the
      Trustee, at the direction of the Depositor, may permit a cure period for the
      Master Servicer to deliver such Assessment of Compliance or Attestation Report,
      but in no event later than March 15th of such
      year.

     

    Failure
      of the Master Servicer to timely comply with this Section 3.21 shall be deemed
      a
      Master Servicer Event of Default, and upon the receipt of written notice from
      the Trustee 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 Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same.  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 Paying Agent, Certificate
      Registrar and Authenticating Agent 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 Paying Agent, Certificate Registrar
      and
      Authenticating Agent.  The Master Servicer shall on behalf of the
      Trustee enforce the obligations of the Custodian under the Custodial Agreement
      to provide an Assessment of Compliance and Attestation Report, as, when and
      to
      the extent set forth in the Custodial Agreement.

     

    The
      Master Servicer 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 that such Person may sustain
      based
      upon a breach of the Master Servicer’s obligations, as applicable, under this
      Section 3.21.  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 that such Person may sustain based upon any failure of the Trust
      Administrator to deliver when required its Assessment of Compliance and
      Attestation Report.  The Paying Agent, Certificate Registrar and
      Authenticating Agent 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 that such Person may sustain
      based
      upon any failure of the Paying Agent, Certificate Registrar and Authenticating
      Agent to deliver when required its Assessment of Compliance.

     

    
      	
              SECTION
                3.22  

            	
              Access
                to Certain Documentation.

            


    

     

    The
      Master Servicer shall provide to the Office of the Controller of the Currency,
      the Office of Thrift Supervision, the FDIC, and any other federal or state
      banking or insurance regulatory authority that may exercise authority over
      any
      Certificateholder, 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 Master Servicer designated by it. In addition,
      access to the documentation regarding the Mortgage Loans required by applicable
      laws and regulations will be provided to such Certificateholder, the Trustee,
      the Trust Administrator and to any Person identified to the Master Servicer
      as a
      prospective transferee of a Certificate, upon reasonable request during normal
      business hours at the offices of the Master Servicer designated by it at the
      expense of the Person requesting such access.

     

    
      	
              SECTION
                3.23  

            	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

    (a)  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
      Master 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 Master
      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 Master 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.

     

    (b)  The
      Master 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
      Master Servicer shall be permitted to allow the Collection Account to serve
      as
      the REO Account, subject to separate ledgers for each REO Property. The Master
      Servicer shall be entitled to retain or withdraw any interest income paid on
      funds deposited in the REO Account.

     

    (c)  The
      Master 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 Master Servicer manages and operates similar property owned by the
      Master Servicer or any of its Affiliates, all on such terms and for such period
      as the Master Servicer deems to be in the best interests of Certificateholders.
      In connection therewith, the Master 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 Master 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 Master Servicer shall advance
      from its own funds such amount as is necessary for such purposes if, but only
      if, the Master Servicer would make such advances if the Master Servicer owned
      the REO Property and if in the Master 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 Master 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 Master 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 Master Servicer may take such
      actions as are specified in such Opinion of Counsel.

     

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

     

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

     

    (ii)  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 Master
      Servicer as soon as practicable, but in no event later than thirty days
      following the receipt thereof by such Independent Contractor;

     

    (iii)  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 Master 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

     

    (iv)  the
      Master 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
      Master 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 Master Servicer by such
      Independent Contractor, and nothing in this Agreement shall be deemed to limit
      or modify such indemnification. The Master Servicer shall be solely liable
      for
      all fees owed by it to any such Independent Contractor, irrespective of whether
      the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
      such fees.

     

    (d)  In
      addition to the withdrawals permitted under Section 3.23(c), the Master 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 Master Servicer from each REO Account
      maintained by it and remitted to the Paying Agent for deposit into the
      Distribution Account in accordance with Section 3.10(d)(ii) on the Master
      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.

     

    (e)  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 Master Servicer at such price and upon
      such terms and conditions as the Master Servicer shall deem necessary or
      advisable, as shall be normal and usual in its general servicing activities
      for
      similar properties.

     

    (f)  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 Master Servicer or any Sub-Servicer as provided above,
      shall be remitted to the Paying Agent for deposit in the Distribution Account
      in
      accordance with Section 3.10(d)(ii) on the Master 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).

     

    (g)  The
      Master 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 Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    With
      respect to each Collateral Pool, the Master Servicer shall deliver to the Paying
      Agent for deposit into the Distribution Account on or before 12:00 p.m. New
      York
      time on the Master Servicer Remittance Date from its own funds (or from a
      Sub-Servicer’s own funds received by the Master 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 of each Mortgage Loan included in such
      Collateral Pool during the related Prepayment Period and (ii) the applicable
      Compensating Interest Payment for such Mortgage Loans.

     

    
      	
              SECTION
                3.25  

            	
              Obligations
                of the Master 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 Stated Principal
      Balances that were made by the Master Servicer in a manner not consistent with
      the terms of the related Mortgage Note and this Agreement, the Master Servicer,
      upon discovery or receipt of notice thereof, immediately shall deliver to the
      Paying Agent 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
      master servicer in respect of any such liability. Such indemnities shall survive
      the termination or discharge of this Agreement. If amounts paid by the Master
      Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are
      subsequently recovered from the related Mortgagor, the Master 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  

            	
              Floater
                Cap Carryover Reserve Account.

            


    

     

    (a)           On
      the Closing Date, the Paying Agent shall establish and maintain in its name
      in
      trust for the benefit of the Holders of the Group 3 Floating Rate Certificates,
      the Floater Cap Carryover Reserve Account.  All funds on deposit in
      the Floater Cap Carryover Reserve Account shall be held separate and apart
      from,
      and shall not be commingled with, any other moneys, including without
      limitation, other moneys held by the Paying Agent pursuant to this
      Agreement.

     

    (b)           On
      each
      Distribution Date as to which there is a Floater Cap Carryover Amount payable
      to any Class of the Group 3 Floating Rate Certificates, the Paying
      Agent shall deposit into the Floater Cap Carryover Reserve Account the
      amount of any amounts otherwise distributable pursuant to Section 4.01(a)
      to the Holders of the Class 3A1IO Certificates, to the extent of such Floater
      Cap Carryover Amounts.  On each such Distribution Date, the Paying
      Agent shall hold all such amounts deposited into the Floater Cap Carryover
      Reserve Account for the benefit of the Holders of the Group 3 Floating
      Rate Certificates.  On each Distribution Date, after making the
      distributions and allocations of the  Available Distribution Amounts
      and the distributions from the Grantor Trust for such Distribution Date as
      described herein, the Paying Agent will withdraw from the Floater Cap Carryover
      Reserve Account the amount then on deposit therein and will distribute the
      amount so withdrawn to the Holders of the Group 3 Floating Rate Certificates
      and
      the Class 3A1IO Certificates in the following amounts and order of
      priority:

    


    (i)           concurrently,
      to the Holders of each Class of Group 3 Floating Rate Certificates, the Floater
      Cap Carryover Amount for such Class, if any, on a pro rata basis based
      on their respective entitlements pursuant to this clause; and

     

    (ii)           any
      remaining amounts to the Holders of the Class 3A1IO Certificates.

     

    (c)           For
      federal and state income tax purposes, the Holders of the Class 3A1IO
      Certificates will be deemed to be the owners of the Floater Cap Carryover
      Account.  The Floater Cap Carryover Account will be an “outside
      reserve fund” within the meaning of Treasury Regulation Section
      1.860G-2(h).  The Floater Cap Carryover Account will be part of the
      Trust Fund but not part of any REMIC or the Grantor Trust, and any payments
      to
      the Holders of the Group 3 Floating Rate Certificates of Floater Cap
      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).

     

    Amounts
      on deposit in the Floater Cap
      Carryover Account shall remain uninvested.

     

    For
      federal tax return and information
      reporting, the value of the right of the Holders of the Group 3 Floating
      Rate Certificates to receive payments from the Floater Cap Carryover Account
      in
      respect of any Floater Cap Carryover Amount shall be available from the Trust
      Administrator or the Paying Agent (to the extent such information is made
      available to the Trust Administrator or the Paying Agent, as the case may be,
      by
      the Depositor or the Underwriter) upon request.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	
              SECTION
                4.01  

            	
              Distributions.

            


    

     

    (a)  (1)
      On
      each Distribution Date, the Paying Agent, in accordance with calculations and
      determinations made by the Trust Administrator as reflected in the statement
      to
      Certificateholders prepared by the Trust Administrator pursuant to Section
      4.02,
      shall withdraw from the Distribution Account an amount equal to the Group 1
      Available Distribution Amount.  Distributions on each Distribution
      Date with respect to the Group 1 Certificates will be made to the Holders of
      the
      applicable Certificates in the following amounts and order of priority, from
      the
      Group 1 Available Distribution Amount:

     

    
      	
              I.

            	
              From
                the Group 1 Available Distribution
                Amount:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Holders of the Class 1A1A Certificates and the Class 1A1B
                Certificates and, on the first Distribution Date, to the Class 1R
                Certificates, the Interest Distribution Amount for each such Class
                and
                such Distribution Date, on a pro rata basis based on their
                respective entitlements to interest pursuant to this
                clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Collateral Pool 1 and such
                Distribution Date, first to the Holders of the Class 1R Certificates
                and
                then concurrently, to the Holders of the Class 1A1A Certificates
                and the
                Class 1A1B Certificates, on a pro rata basis based on the
                Certificate Principal Balance of each such Class, in each case until
                the
                Certificate Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              II

            	
              From
                the Group 1 Available Distribution Amount remaining after the above
                distributions have been made:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                the Holders of the Group 1 Subordinate Certificates, the Interest
                Distribution Amount for each such Class and such Distribution Date
                in the
                following order of priority: first, to the Class 1B1 Certificates;
                second,
                to the Class 1B2 Certificates; third, to the Class 1B3 Certificates;
                fourth, to the Class 1B4 Certificates; fifth, to the Class 1B5
                Certificates; and sixth, to the Class 1B6 Certificates, in each case
                to
                the extent of the remaining Group 1 Available Distribution Amount
                and in
                each case to the extent of the Interest Distribution Amount for such
                Class
                for such Distribution Date;

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                the Holders of the Group 1 Subordinate Certificates, each such Class’s
                allocable share of the Group 1 Subordinate Principal Distribution
                Amount
                for such Distribution Date (calculated in accordance with Section
                4.01(b)(i) below), distributable among the Classes of Group 1 Subordinate
                Certificates in reduction of the Certificate Principal Balances thereof
                in
                the following order of priority: first, to the Class 1B1 Certificates;
                second, to the Class 1B2 Certificates; third, to the Class 1B3
                Certificates; fourth, to the Class 1B4 Certificates; fifth, to the
                Class
                1B5 Certificates; and sixth, to the Class 1B6 Certificates, in each
                case
                until the Certificate Principal Balance of each such Class is reduced
                to
                zero; and

            


    

     

    
      	
               

            	
              (iii)

            	
              to
                the Holders of the Class 1R Certificates, any remaining
                amounts.

            


    

     

    (2)  On
      each
      Distribution Date, the Paying Agent, in accordance with calculations and
      determinations made by the Trust Administrator as reflected in the statement
      to
      Certificateholders prepared by the Trust Administrator pursuant to Section
      4.02,
      shall, withdraw from the Distribution Account an amount equal to the related
      Group 2 Available Distribution Amount for each Loan Group within Collateral
      Pool
      2.  Distributions on each Distribution Date with respect to the Group
      2 Certificates will be made to the Holders of the applicable Certificates in
      the
      following amounts and order of priority, from the related Available Distribution
      Amount or related Available Distribution Amounts:

     

    
      	
              I

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-1
                Mortgage Loans:

            


    

     

    
      	
              (i)         
                  

            	
              concurrently,
                to the Class 2A1A Certificates and the 2A1B Component, the Interest
                Distribution Amount for each such Class or Component, as the case
                may be,
                and such Distribution Date, on a pro rata basis based on their
                respective entitlements to interest pursuant to this clause;
                and

            


    

     

    
      	
              (ii)        
                   

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-1 and such
                Distribution Date, concurrently, to the Class 2A1A Certificates and
                the
                2A1B Component, on a pro rata basis based on the Certificate
                Principal Balance or Component Principal Balance of each such Class
                or
                Component, as the case may be, in each case until the Certificate
                Principal Balance or Component Principal Balance thereof has been
                reduced
                to zero;

            


    

     

    
      	
              II.

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-2
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 22AA Certificates, the Class 2A2A Certificates, the
                Class
                2A2B Certificates, the 22AB Component and the Class 2A2IO Certificates,
                the Interest Distribution Amount for each such Class or Component,
                as the
                case may be, and such Distribution Date, on a pro rata basis
                based on their respective entitlements to interest pursuant to this
                clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-2 and such
                Distribution Date, concurrently, to the Class 22AA Certificates,
                the Class
                2A2A Certificates, the Class 2A2B Certificates and the 22AB Component,
                on
                a pro rata basis based on the Certificate Principal Balance or
                Component Principal Balance of each such Class or Component, as the
                case
                may be, in each case until the Certificate Principal Balance or Component
                Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              III.

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-3
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 2A3A Certificates, the Class 2A3B Certificates and the
                Class
                2A3IO Certificates, the Interest Distribution Amount for each such
                Class
                and such Distribution Date, on a pro rata basis based on their
                respective entitlements to interest pursuant to this
                clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-3 and such
                Distribution Date, concurrently, to the Class 2A3A Certificates and
                the
                Class 2A3B Certificates, on a pro rata basis based on the
                Certificate Principal Balance of each such Class, in each case until
                the
                Certificate Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              IV.

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-4
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 2A4A Certificates and the Class 2A4B Certificates and,
                on the
                first Distribution Date, to the Class 2R Certificates, the Interest
                Distribution Amount for each such Class and such Distribution Date,
                on a
                pro rata basis based on their respective entitlements to interest
                pursuant to this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-4 and such
                Distribution Date, first, to the Holders of the Class 2R Certificates
                and
                then concurrently, to the Class 2A4A Certificates and the Class 2A4B
                Certificates, on a pro rata basis based on the Certificate
                Principal Balance of each such Class, in each case until the Certificate
                Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              V.

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-5
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 2A5A Certificates and the Class 2A5B Certificates, the
                Interest Distribution Amount for each such Class and such Distribution
                Date, on a pro rata basis based on their respective entitlements
                to interest pursuant to this
                clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-5 and such
                Distribution Date, concurrently, to the Class 2A5A Certificates and
                the
                Class 2A5B Certificates, on a pro rata basis based on the
                Certificate Principal Balance of each such Class, in each case until
                the
                Certificate Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              VI.

            	
              From
                the sum of the Group 2 Available Distribution Amounts for each Group
                2
                Loan Group remaining after the above distributions have been
                made:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                the Holders of the Group 2 Subordinate Certificates, the Interest
                Distribution Amount for each such Class and such Distribution Date
                in the
                following order of priority: first, to the Class 2B1 Certificates;
                second,
                to the Class 2B2 Certificates; third, to the Class 2B3 Certificates;
                fourth, to the Class 2B4 Certificates; fifth, to the Class 2B5
                Certificates; and sixth, to the Class 2B6 Certificates, in each case
                to
                the extent of the remaining Group 2 Available Distribution Amounts
                and in
                each case to the extent of the Interest Distribution Amount for such
                Class
                for such Distribution Date;

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                the Holders of the Group 2 Subordinate Certificates, each such Class’s
                allocable share of the Group 2 Subordinate Principal Distribution
                Amount
                for such Distribution Date (calculated in accordance with Section
                4.01(b)(i) below), distributable among the Classes of Group
                2  Subordinate Certificates in reduction of the Certificate
                Principal Balances thereof in the following order of priority: first,
                to
                the Class 2B1 Certificates; second, to the Class 2B2 Certificates;
                third,
                to the Class 2B3 Certificates; fourth, to the Class 2B4 Certificates;
                fifth, to the Class 2B5 Certificates; and sixth, to the Class 2B6
                Certificates, in each case until the Certificate Principal Balance
                of each
                such Class is reduced to zero; and

            


    

     

    
      	
               

            	
               (iii)

            	
              to
                the Holders of the Class 2R Certificates, any remaining
                amounts.

            


    

     

    (3)  On
      each
      Distribution Date, the Paying Agent, in accordance with calculations and
      determinations made by the Trust Administrator as reflected in the statement
      to
      Certificateholders prepared by the Trust Administrator pursuant to Section
      4.02,
      shall, withdraw from the Distribution Account an amount equal to the related
      Group 3 Available Distribution Amount for each Loan Group within Collateral
      Pool
      3.  Distributions on each Distribution Date with respect to the Group
      3 Certificates will be made to the Holders of the applicable Certificates in
      the
      following amounts and order of priority, from the related Available Distribution
      Amount or related Available Distribution Amounts:

     

    
      	
              I.

            	
              From
                the Group 3 Available Distribution Amount related to the Group 3-1
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 31AA Underlying Interest, the Class 3A1A Underlying
                Interest,
                the Class 3A1B Underlying Interest, the Class 3A1C Underlying Interest,
                the Class 31AB Underlying Interest and the Class 3A1IO Certificates,
                the
                Interest Distribution Amount for each such Class or Underlying Interest,
                as the case may be, and such Distribution Date, on a pro rata
                basis based on their respective entitlements to interest pursuant
                to
                this clause, provided, however, the Interest Distribution Amount
                for the
                Class 3A1IO Certificates will be deposited in the Floater Cap Carryover
                Reserve Account, rather than distributed to the Class 3A1IO Certificates
                as set forth in Section 3.26;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 3-1 and such
                Distribution Date, concurrently, to the Class 31AA Underlying Interest,
                the Class 3A1A Underlying Interest, the Class 3A1B Underlying Interest,
                the Class 3A1C Underlying Interest and the Class 31AB Underlying
                Interest,
                on a pro rata basis based on the Certificate Principal Balance of
                each such Class or Underlying Interest, in each case until the Certificate
                Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              II.

            	
              From
                the Group 3 Available Distribution Amount related to the Group 3-2
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 3A2A Certificates and the Class 3A2B Certificates, the
                Interest Distribution Amount for each such Class and such Distribution
                Date, on a pro rata basis based on their respective entitlements
                to interest pursuant to this
                clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 3-2 and such
                Distribution Date, concurrently, to the Class 3A2A Certificates and
                the
                Class 3A2B Certificates, on a pro rata basis based on the
                Certificate Principal Balance of each such Class, in each case until
                the
                Certificate Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              III.

            	
              From
                the Group 3 Available Distribution Amount related to the Group 3-3
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Class 3A3A Certificates and the Class 3A3B Certificates, and,
                on
                the first Distribution Date, to the Class 3R Certificates, the Interest
                Distribution Amount for each such Class and such Distribution Date,
                on a
                pro rata basis based on their respective entitlements to interest
                pursuant to this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 3-3 and such
                Distribution Date, first, to the Class 3R Certificates and then
                concurrently, to the Class 3A3A Certificates and the Class 3A3B
                Certificates, on a pro rata basis based on the Certificate
                Principal Balance of each such Class, in each case until the Certificate
                Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	
              IV.

            	
              From
                the sum of the Group 3 Available Distribution Amounts for each Group
                3
                Loan Group remaining after the above distributions have been
                made:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                the Group 3 Subordinate Certificates, the Interest Distribution Amount
                for
                each such Class and such Distribution Date in the following order
                of
                priority: first, to the Class 3B1 Certificates; second, to the Class
                3B2
                Certificates; third, to the Class 3B3 Certificates; fourth, to the
                Class
                3B4 Certificates; fifth, to the Class 3B5 Certificates; and sixth,
                to the
                Class 3B6 Certificates, in each case to the extent of the remaining
                Group
                3 Available Distribution Amounts and in each case to the extent of
                the
                Interest Distribution Amount for such Class for such Distribution
                Date;

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                the Group 3 Subordinate Certificates, each such Class’s allocable share of
                the Group 3 Subordinate Principal Distribution Amount for such
                Distribution Date (calculated in accordance with Section 4.01(b)(i)
                below), distributable among the Classes of Group 3 Subordinate
                Certificates in reduction of the Certificate Principal Balances thereof
                in
                the following order of priority: first, to the Class 3B1 Certificates;
                second, to the Class 3B2 Certificates; third, to the Class 3B3
                Certificates; fourth, to the Class 3B4 Certificates; fifth, to the
                Class
                3B5 Certificates; and sixth, to the Class 3B6 Certificates, in each
                case
                until the Certificate Principal Balance of each such Class is reduced
                to
                zero; and

            


    

     

    
      	
               

            	
              (iii)

            	
              to
                the Holders of the Class 3R Certificates, any remaining
                amounts.

            


    

     

    (4)
      On each Distribution Date, all
      amounts representing prepayment charges, penalties or premiums in respect of
      the
      related Prepayment Charge Mortgage Loans received during the related Prepayment
      Period will be withdrawn from the Distribution Account and distributed by the
      Paying Agent to the Holders of the Class 3P Certificates and shall not be
      available for distribution to the Holders of any other Class of Certificates.
      The Class 3P Certificates shall be entitled to all prepayment premiums or
      charges received in respect of the Group 3 Mortgage Loans.  The
      payment of the foregoing amounts to the Holders of the Class 3P Certificates
      shall not reduce the Certificate Principal Balance thereof

     

    (5)
      Immediately prior to the distributions to the Holders of the Certificates on
      each Distribution Date, any adjustments to the Certificate Principal Balances
      or
      Component Principal Balance of the Certificates or Components, as applicable,
      as
      required by this paragraph shall be made. For each Collateral Pool, an amount
      equal to the lesser of (x) the amount of related Subsequent Recoveries included
      in the related Available Distribution Amount for such Distribution Date and
      (y)
      the aggregate amount of related Realized Losses previously allocated to the
      related Classes of Certificates or Components, as the case may be, and that
      remain “outstanding” as set forth below shall be applied as follows: first, to
      increase the Certificate Principal Balances or Component Principal Balance
      of
      the related Class of Certificates or Components, as the case may be, with the
      highest payment priority to which such Realized Losses were previously
      allocated, to the extent of any such Realized Losses previously allocated to
      such Class of Certificates or Components, as the case may be, and remaining
      “outstanding”; second, to increase the Certificate Principal Balances or
      Component Principal Balance of the related Class of Certificates or Components,
      as the case may be, with the next highest payment priority to which such
      Realized Losses were previously allocated, to the extent of any such Realized
      Losses previously allocated to such Class of Certificates or Components, as
      the
      case may be, and remaining “outstanding”; and so forth. For purposes of the
      foregoing, with respect to any Class of Certificates or Components, as the
      case
      may be, the amount of previously allocated Realized Losses that have been offset
      by an increase in Certificate Principal Balances or Component Principal Balance
      as provided above shall be deemed no longer “outstanding” but not by more than
      the amount of Realized Losses previously allocated to that Class of Certificates
      or Components, as the case may be, pursuant to Section 4.04. Holders of any
      Class of Certificates or Components, as the case may be, with respect to which
      there shall have been a Certificate Principal Balances or Component Principal
      Balance increase pursuant to this paragraph will not be entitled to any
      distribution in respect of interest on the amount of such increase for any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal
      Balances or Component Principal Balance of each Class of Certificates or
      Components, as the case may be, in accordance with its respective Percentage
      Interest.

     

    All
      references above to the Certificate Principal Balances or Component Principal
      Balance of any Class of Certificates or Components, as the case may be, shall
      be
      to the Certificate Principal Balances or Component Principal Balance of such
      Class of Certificates or Components, as the case may be, prior to the allocation
      of Extraordinary Trust Fund Expenses and Realized Losses, in each case allocated
      to such Class of Certificates or Components, as the case may be, on such
      Distribution Date pursuant to Section 4.04.

     

    (b)  (i)  On
      each Distribution Date, the aggregate distributions of principal made on such
      date in respect of the Group 1 Subordinate Certificates pursuant to Section
      4.01(a)(1)(II)(ii) above,  the aggregate distributions of principal
      made on such date in respect of the Group 2 Subordinate Certificates pursuant
      to
      Section 4.01(a)(2)(VI)(ii) above and the aggregate distributions of principal
      made on such date in respect of the Group 3 Subordinate Certificates pursuant
      to
      Section 4.01(a)(3)(IV)(ii) above, respectively, shall be applied among the
      various Classes thereof, in the order of priority within each Collateral Pool
      from the Class of related Subordinate Certificates with the lowest numerical
      designation to the Class of related Subordinate Certificates with the highest
      numerical designation, in each case to the extent of remaining available funds
      up to the amount allocable to such Class for such Distribution Date and in
      each
      case until the aggregate Certificate Principal Balance of each such Class is
      reduced to zero, in an amount with respect to each such Class equal to the
      sum
      of the following with respect to each Loan Group in such Collateral Pool: (X)
      the related Class B Percentage of the amounts described in clauses (i) through
      (v) of clause (ii) (a) of the definition of Subordinate Principal Distribution
      Amount, (Y) the portion of the amounts described in clauses (ii) (b), (c) and
      (e) of the definition of Subordinate Principal Distribution Amount allocable
      to
      such Class pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any,
      of
      the amount required to be distributed to such Class pursuant to this Section
      4.01(b)(i) for the immediately preceding Distribution Date, over the aggregate
      distributions of principal made in respect of such Class of Certificates on
      such
      immediately preceding Distribution Date pursuant to Section 4.01 to the extent
      that any such excess is not attributable to Realized Losses which were allocated
      to related Subordinate Certificates with a lower priority pursuant to Section
      4.04.

     

    (ii)
      On
      any Distribution Date, the amounts with respect to each Group 1 Loan Group
      described in clauses (ii) (b), (c), and (e) of the definition of Subordinate
      Principal Distribution Amount will be allocated on a pro rata basis
      among the following Classes of Group 2 Subordinate Certificates (each, an
“Eligible Class”) in proportion to the respective outstanding Certificate
      Principal Balances thereof: (i) the Class 1B1 Certificates, (ii) the Class
      1B2
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 2 evidenced by the Class 1B2 Certificates, the Class 1B3
      Certificates, the Class 1B4 Certificates, the Class 1B5 Certificates and the
      Class 1B6 Certificates equals or exceeds 1.55% before giving effect to
      distributions on such Distribution Date, (iii) the Class 1B3 Certificates,
      if on
      such Distribution Date the aggregate percentage interest in Collateral Pool
      1
      evidenced by the Class 1B3 Certificates, the Class 1B4 Certificates, the Class
      1B5 Certificates and the Class 1B6 Certificates equals or exceeds 0.95% before
      giving effect to distributions on such Distribution Date, (iv) the Class 1B4
      Certificates, if on such  Distribution Date the aggregate percentage
      interest in Collateral Pool 1 evidenced by the Class 1B4 Certificates, the
      Class
      1B5 Certificates and the Class 1B6 Certificates equals or exceeds 0.70% before
      giving effect to distributions on such Distribution Date, (v) the Class 1B5
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 1 evidenced by the Class 1B5 Certificates and the Class 1B6
      Certificates equals or exceeds 0.25% before giving effect to distributions
      on
      such Distribution Date and (vi) the Class 1B6 Certificates, if on such
      Distribution Date the percentage interest in Collateral Pool 1 evidenced by
      the
      Class 1B6 Certificates equals or exceeds 0.10% before giving effect to
      distributions on such Distribution Date. If any of the foregoing Certificates
      is
      not an Eligible Class, any amounts allocable to principal and distributable
      pursuant to this Section 4.01(b)(ii) shall be distributed only among the
      Certificates that are Eligible Classes in the manner set forth
      above.

     

    On
      any
      Distribution Date, the amounts with respect to each Group 2 Loan Group described
      in clauses (ii) (b), (c), and (e) of the definition of Subordinate Principal
      Distribution Amount, will be allocated on a pro rata basis among the
      following Classes of Group 2 Subordinate Certificates (each, an “Eligible
      Class”) in proportion to the respective outstanding Certificate Principal
      Balances thereof: (i) the Class 2B1 Certificates, (ii) the Class 2B2
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 2 evidenced by the Class 2B2 Certificates, the Class 2B3
      Certificates, the Class 2B4 Certificates, the Class 2B5 Certificates and the
      Class 2B6 Certificates equals or exceeds 2.65% before giving effect to
      distributions on such Distribution Date, (iii) the Class 2B3 Certificates,
      if on
      such Distribution Date the aggregate percentage interest in Collateral Pool
      2
      evidenced by the Class 2B3 Certificates, the Class 2B4 Certificates, the Class
      2B5 Certificates and the Class 2B6 Certificates equals or exceeds 1.80% before
      giving effect to distributions on such Distribution Date, (iv) the Class 2B4
      Certificates, if on such  Distribution Date the aggregate percentage
      interest in Collateral Pool 2 evidenced by the Class 2B4 Certificates, the
      Class
      2B5 Certificates and the Class 2B6 Certificates equals or exceeds 1.40% before
      giving effect to distributions on such Distribution Date, (v) the Class 2B5
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 2 evidenced by the Class 2B5 Certificates and the Class 2B6
      Certificates equals or exceeds 0.60% before giving effect to distributions
      on
      such Distribution Date and (vi) the Class 2B6 Certificates, if on such
      Distribution Date the percentage interest in Collateral Pool 2 evidenced by
      the
      Class 2B6 Certificates equals or exceeds 0.35% before giving effect to
      distributions on such Distribution Date. If any of the foregoing Certificates
      is
      not an Eligible Class, any amounts allocable to principal and distributable
      pursuant to this Section 4.01(b)(ii) shall be distributed only among the
      Certificates that are Eligible Classes in the manner set forth
      above.

     

    On
      any
      Distribution Date, the amounts with respect to each Group 3 Loan Group described
      in clauses (ii) (b), (c), and (e) of the definition of Subordinate Principal
      Distribution Amount, will be allocated on a pro rata basis among the
      following Classes of Group 3 Subordinate Certificates (each, an “Eligible
      Class”) in proportion to the respective outstanding Certificate Principal
      Balances thereof: (i) the Class 3B1 Certificates, (ii) the Class 3B2
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 3 evidenced by the Class 3B2 Certificates, the Class 3B3
      Certificates, the Class 3B4 Certificates, the Class 3B5 Certificates and the
      Class 3B6 Certificates equals or exceeds 4.50% before giving effect to
      distributions on such Distribution Date, (iii) the Class 3B3 Certificates,
      if on
      such Distribution Date the aggregate percentage interest in Collateral Pool
      3
      evidenced by the Class 3B3 Certificates, the Class 3B4 Certificates, the Class
      3B5 Certificates and the Class 3B6 Certificates equals or exceeds 3.40% before
      giving effect to distributions on such Distribution Date, (iv) the Class 3B4
      Certificates, if on such  Distribution Date the aggregate percentage
      interest in Collateral Pool 3 evidenced by the Class 3B4 Certificates, the
      Class
      3B5 Certificates and the Class 3B6 Certificates equals or exceeds 2.80% before
      giving effect to distributions on such Distribution Date, (v) the Class 3B5
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 3 evidenced by the Class 3B5 Certificates and the Class 3B6
      Certificates equals or exceeds 1.95% before giving effect to distributions
      on
      such Distribution Date and (vi) the Class 3B6 Certificates, if on such
      Distribution Date the percentage interest in Collateral Pool 3 evidenced by
      the
      Class 3B6 Certificates equals or exceeds 1.05% before giving effect to
      distributions on such Distribution Date. If any of the foregoing Certificates
      is
      not an Eligible Class, any amounts allocable to principal and distributable
      pursuant to this Section 4.01(b)(ii) shall be distributed only among the
      Certificates that are Eligible Classes in the manner set forth
      above.

     

    Notwithstanding
      the foregoing, if the application of the foregoing on any Distribution Date
      as
      provided in Section 4.01 would result in a distribution in respect of principal
      to any Class or Classes of Subordinate Certificates in an amount greater than
      the remaining  Certificate Principal Balance thereof (any such Class,
      a “Maturing Class”) then: (a) the amount to be allocated to each Maturing Class
      shall be reduced to a level that, when applied as described above, would exactly
      reduce the Certificate Principal Balance of such Class to zero and (b) the
      total
      amount of the reduction in the amount to be allocated to the Maturing Class
      or
      Classes shall be allocated among the remaining related Eligible Classes on
      a
pro rata basis in proportion to the respective outstanding Certificate
      Principal Balances thereof prior to the allocation thereto of any of the amounts
      described in the preceding sentence.

     

    (c)  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 Certificate Registrar 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 Certificate
      Registrar 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 Paying Agent, the Certificate Registrar, the Authenticating
      Agent, the Depositor or the Master Servicer shall have any responsibility
      therefor except as otherwise provided by this Agreement or applicable
      law.

     

    (d)  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, the
      Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master
      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.

     

    (e)  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 so timely
      advise the Paying Agent and the Paying Agent 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
      Paying Agent 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 Certificate Registrar
      therein specified,

     

    (ii)  no
      interest shall accrue on such Certificates from and after the end of the related
      Interest Accrual Period, and

     

    (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
      Paying Agent 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 Paying Agent 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 Paying Agent
      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 Paying Agent
      shall pay to the 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 Paying Agent 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).

     

    
      	
              SECTION
                4.02  

            	
              Statements
                to Certificateholders.

            


    

     

    On
      each
      Distribution Date, the Trust Administrator shall prepare and make available
      to
      the Paying Agent, and the Paying Agent shall make available on its website
      to
      each Holder of the Regular Certificates, 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;

     

    (ii)  the
      amount of the distribution made on such Distribution Date to the Holders of
      Certificates of each such Class allocable to interest;

     

    (iii)  with
      respect to each Collateral Pool, the aggregate amount of servicing compensation
      received by the Master Servicer for the related Due Period and such other
      customary information as the Trust Administrator deems necessary or desirable,
      or which a Certificateholder reasonably requests, to enable Certificateholders
      to prepare their tax returns;

     

    (iv)  with
      respect to each Collateral Pool, the aggregate amount of P&I Advances for
      such Distribution Date;

     

    (v)  with
      respect to each Collateral Pool, the aggregate Stated Principal Balance of
      the
      related Mortgage Loans and any related REO Properties at the close of business
      on such Distribution Date;

     

    (vi)  with
      respect to each Collateral Pool, the number, aggregate principal balance,
      weighted average remaining term to maturity and weighted average Mortgage Rate
      of the related Mortgage Loans as of the related Due Date;

     

    (vii)  with
      respect to each Collateral Pool, the number and aggregate unpaid principal
      balance of related 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 (such delinquencies for all purposes in this
      Agreement as calculated using the MBA method);

     

    (viii)  with
      respect to each Collateral Pool, for any related Mortgage Loan that became
      an
      REO Property during the preceding calendar month, the unpaid principal balance
      and the Stated Principal Balance of such Mortgage Loan as of the date it became
      an REO Property;

     

    (ix)  with
      respect to each Collateral Pool, the book value and the Stated Principal Balance
      of any related REO Property as of the close of business on the last Business
      Day
      of the calendar month preceding the Distribution Date;

     

    (x)  with
      respect to each Collateral Pool, the aggregate amount of Principal Prepayments
      made during the related Prepayment Period;

     

    (xi)  with
      respect to each Collateral Pool, 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), the aggregate
      amount of Realized Losses incurred since the Cut-off Date and the aggregate
      amount of Subsequent Recoveries received during the Prepayment Period and the
      cumulative amount of Subsequent Recoveries received since the Cut-off Date,
      in
      each case separately identifying whether such Realized Losses constituted Fraud
      Losses, Special Hazard Losses or Bankruptcy Losses;

     

    (xii)  with
      respect to each Collateral Pool, the aggregate amount of Extraordinary Trust
      Fund Expenses withdrawn from the Collection Account or the Distribution Account
      for such Distribution Date and to whom such Extraordinary Trust Expenses were
      paid and for what purpose;

     

    (xiii)  the
      aggregate Certificate Principal Balance or Notional Amount of each such Class
      of
      Certificates immediately prior to such Distribution Date and 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;

     

    (xiv)  with
      respect to each Collateral Pool, the aggregate Servicing Fees accrued with
      respect to the servicing of the Mortgage Loans in such Collateral Pool during
      such calendar month;

     

    (xv)  the
      Pass-Through Rate Amount in respect of each such Class of Certificates (other
      than the Class 3P Certificates) for such Distribution Date and the Interest
      Distribution Amount in respect of each such Class of Certificates for 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;

     

    (xvi)  with
      respect to each Collateral Pool, the aggregate amount of any Prepayment Interest
      Shortfalls for such Distribution Date, to the extent not covered by payments
      by
      the Master Servicer pursuant to Section 3.24;

     

    (xvii)  with
      respect to each Collateral Pool, the aggregate amount of Relief Act Interest
      Shortfalls for such Distribution Date;

     

    (xviii)  with
      respect to each Collateral Pool, the then-applicable Bankruptcy Amount, Fraud
      Loss Amount, and Special Hazard Amount;

     

    (xix)  the
      applicable Record Date for each Class for such Distribution Date;

     

    (xx)  with
      respect to each Collateral Pool, for any related Mortgage Loan as to which
      foreclosure proceedings have been concluded, the unpaid principal balance of
      such Mortgage Loan as of the date of such conclusion of foreclosure
      proceedings;

     

    (xxi)  with
      respect to each Collateral Pool, for related 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)  if
      applicable, 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;

     

    (xxiii)  whether
      Realized Losses or delinquencies are at levels such as to prevent scheduled
      declines in any of the Senior Prepayment Percentages;

     

    (xxiv)  whether
      any material breaches of loan-level representations and warranties made by
      the
      Seller under the Mortgage Loan Purchase Agreement have been discovered by or
      reported to the Master Servicer, and the dollar amount of any repurchases or
      substitutions in connection with any such breaches;

     

    (xxv)  by
      Collateral Pool and Loan Group, if applicable, the type of any Mortgage Loan
      modifications performed including, but not limited to, rate reduction,
      capitalization of arrearages, extension of term or forgiveness of amounts due;
      

     

    (xxvi)  by
      Collateral Pool and Loan Group, if applicable, and by modification type, the
      percentage (by current loan balance) and the number of Mortgage Loans that
      were
      modified in the current period;

     

    (xxvii)  by
      Collateral Pool and Loan Group, if applicable and by modification type, the
      cumulative percentage (by Scheduled Principal Balance as of the Cut-off Date)
      and the number of Mortgage Loans modified since the Closing Date; 

     

    (xxviii)  with
      respect to each modified Mortgage Loan, the amount of principal forgiveness
      for
      the current period; 

     

    (xxix)  the
      cumulative amount of principal forgiveness pursuant to Mortgage Loan
      modifications since the Closing Date;

     

    (xxx)  the
      delinquency status for all Mortgage Loans modified since the Closing Date and
      by
      Collateral Pool, and Loan Group, if applicable, the percentage of modified
      Mortgage Loans that are included in the calculation of the related Senior
      Prepayment Percentage; 

     

    (xxxi)  whether
      a
      modified Mortgage Loan is in a trial modification period or has been permanently
      modified;

     

    (xxxii)  when
      the
      trial modification period of each Mortgage Loan in the trial modification period
      ends; 

     

    (xxxiii)  with
      respect to each Modified Mortgage Loan, the number of times such Mortgage Loan
      has been modified; 

     

    (xxxiv)  with
      respect to each Modified Mortgage Loan, the date of the most recent loan
      modification for the Mortgage Loan;

     

    (xxxv)  the
      number of Mortgage Loan modifications made during the past 12 months;


     

    (xxxvi)  the
      percentage and the number of modified Mortgage Loans that are current versus
      in
      default; 

     

    (xxxvii)  the
      modified rate and the rate the borrower was supposed to have paid; 

     

    (xxxviii)  the
      amount of capitalized reimbursement amounts that the Master Servicer made to
      itself or any Sub-Servicer repaid itself in the current period; 

     

    (xxxix)   the
      cumulative amount of capitalized reimbursement amounts that each Servicer repaid
      itself since the Closing Date;

     

    (xl)  the
      amount payable on each Distribution Date from the Grantor Trust to the Swap
      Provider, and the amount payable to the Grantor Trust from the Swap Provider
      on
      such Distribution Date; and

     

    (xli)  the
      amount of any Net Swap Payments.

     

    In
      the
      case of information furnished pursuant to subclauses (i) through (iii) above,
      the amounts shall also be expressed as a dollar amount per Single Certificate
      of
      the relevant Class.

     

    In
      the
      case of information furnished pursuant to subclauses (xxv) through (xxxix)
      above, reporting will be provided only to the extent derivable from information
      provided to the Master Servicer by the applicable Sub-Servicer in accordance
      with the related Sub-Servicing Agreement.

     

    
      Within
        a
        reasonable period of time after the end of each calendar year, the Paying
        Agent
        shall forward to each Person upon its written request (with a copy to the
        Trust
        Administrator and the Trustee) who at any time during the calendar year was
        a
        Holder of a Regular Certificate a statement containing the information set
        forth
        in subclauses (i) through (iii) above, aggregated for such calendar year
        or
        applicable portion thereof during which such person was a Certificateholder.
        Such obligation of the Paying Agent shall be deemed to have been satisfied
        to
        the extent that substantially comparable information shall be prepared by
        the
        Trust Administrator and provided by the Paying Agent pursuant to any
        requirements of the Code as from time to time are in force.

       

    

    On
      each
      Distribution Date, the Paying Agent shall make available to the Depositor,
      each
      Holder of a Residual Certificate, the Trust Administrator and the Master
      Servicer, 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.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Paying Agent
      shall forward to each Person (with a copy to the Trust Administrator and the
      Trustee) who at any time during the calendar year was a Holder of a Residual
      Certificate a statement setting forth the amount, if any, actually distributed
      with respect to the Residual Certificates, as appropriate, aggregated for such
      calendar year or applicable portion thereof during which such Person was a
      Certificateholder. Such obligation of the Paying Agent shall be deemed to have
      been satisfied to the extent that substantially comparable information shall
      be
      prepared by the Trust Administrator and furnished by the Paying Agent to such
      Holders pursuant to the rules and regulations of the Code as are in force from
      time to time.

     

    Upon
      request, the Paying Agent 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 Paying Agent’s duties are limited to the extent that the
      Paying Agent receives timely reports as required from the Trust Administrator
      and the Master Servicer and that the Trust Administrator receives timely reports
      as required from the Master Servicer.

     

    On
      each
      Distribution Date, the Trust Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) (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.

     

    
      	
              SECTION
                4.03  

            	
              Remittance
                Reports; P&I Advances.

            


    

     

    (a)  On
      the
      second Business Day prior to the related Distribution Date, the Master Servicer
      shall deliver to the Trust Administrator, the Paying Agent and the Trustee
      by
      telecopy (or by such other means as the Master Servicer, the Paying Agent and
      the Trust Administrator and the Trustee may agree from time to time) a
      Remittance Report with respect to the related Distribution Date. Such Remittance
      Report will include (i) the amount of P&I Advances to be made by the Master
      Servicer in respect of the related Distribution Date, the aggregate amount
      of
      P&I Advances outstanding after giving effect to such P&I Advances, and
      the aggregate amount of Nonrecoverable P&I Advances in respect of such
      Distribution Date and (ii) such other information with respect to the Mortgage
      Loans as the Trust Administrator or the Paying Agent may reasonably require
      to
      perform the calculations necessary for the Paying Agent to make the
      distributions contemplated by Section 4.01 and for the Trust Administrator
      to
      prepare the statements to Certificateholders contemplated by Section 4.02;
      provided, however, that if the Master Servicer is not the Trust Administrator,
      the Master Servicer will forward to the successor Trust Administrator the
      information set forth in clause (i) above on the next Business Day following
      the
      latest related Determination Date and the information set forth in clause (ii)
      above on the fifth Business Day following the last day of the related calendar
      month. Neither the Trustee, the Paying Agent nor the Trust Administrator shall
      be responsible to recompute, recalculate or verify any information provided
      to
      it by the Master Servicer.

     

    (b)  The
      amount of P&I Advances to be made by the Master Servicer for any
      Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
      aggregate amount of Monthly Payments (with each interest portion thereof net
      of
      the related Servicing Fee), due on the related Due Date in respect of the
      Mortgage Loans, which Monthly Payments were delinquent as of the close of
      business on the related Determination Date and (ii) 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 Monthly
      Payments (with each interest portion thereof net of the related Servicing Fee)
      that would have been due on the related Due Date in respect of the related
      Mortgage Loans.

     

    On
      or
      before 12:00 p.m. New York time on the Master Servicer Remittance Date, the
      Master Servicer shall remit in immediately available funds to the Paying Agent
      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 and REO
      Properties for the related Distribution Date either (i) from its own funds
      or,
      if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in
      payment of required P&I Advances 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 Collection Account
      that
      amounts held for future distribution have been, as permitted by this Section
      4.03, used by the Master 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 Master Servicer with respect to the
      Mortgage Loans and REO Properties. Any amounts held for future distribution
      and
      so used shall be appropriately reflected in the Master Servicer’s records and
      replaced by the Master Servicer by deposit in the Collection Account on or
      before any future Master 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 Master Servicer Remittance
      Date) shall be less than the total amount that would be distributed to the
      Classes of 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 Master
      Servicer by telecopy by the close of business on the Master Servicer Remittance
      Date in the event that the amount remitted by the Master Servicer to the Trust
      Administrator on such Master Servicer Remittance Date is less than the P&I
      Advances required to be made by the Master Servicer for the related Distribution
      Date.

     

    (c)  The
      obligation of the Master 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
      REMIC I, REMIC II-A or REMIC III-A pursuant to any applicable provision of
      this
      Agreement, except as otherwise provided in this Section.

     

    (d)  Notwithstanding
      anything herein to the contrary, no P&I Advance shall be required to be made
      hereunder by the Master Servicer if such P&I Advance would, if made,
      constitute a Nonrecoverable P&I Advance. The determination by the Master
      Servicer that it has made a Nonrecoverable P&I Advance or that any proposed
      P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,
      shall be evidenced by an Officers’ Certificate of the Master Servicer delivered
      to the Depositor, the Trust Administrator, the Paying Agent and the
      Trustee.

     

    (e)  If
      the
      Master Servicer shall fail to make any P&I Advance on any Master Servicer
      Remittance Date required to be made from its own funds pursuant to this Section
      4.03, then the Paying Agent, by not later than 1:00 p.m. on the related
      Distribution Date, shall make such P&I advance from its own funds by
      depositing the amount of such advance into the Distribution Account, and the
      Trust Administrator and the Paying Agent shall include the amount so advanced
      by
      the Paying Agent in the Available Distribution Amount distributed on such
      Distribution Date.

     

    
      	
              SECTION
                4.04  

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            


    

     

    (a)  Prior
      to
      each Distribution Date, the Master 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 Fraud Losses or Special Hazard Losses; and (iii) the respective
      portions of such Realized Losses allocable to interest and allocable to
      principal. Prior to each Distribution Date, the Master 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 Master Servicer shall be
      evidenced by an Officers’ Certificate delivered to the Trust Administrator, the
      Paying Agent and the Trustee by the Master 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.

     

    (b)  Following
      all distributions to be made pursuant to Section 4.01 on a Distribution Date,
      all Realized Losses determined by the Master Servicer as described in (a) above
      on the Mortgage Loans related to each Collateral Pool (other than Excess Losses)
      shall be allocated on each Distribution Date in reverse sequential order to
      the
      related Subordinate Certificates, in each case until the Certificate Principal
      Balance thereof has been reduced to zero.

     

    (c)  Thereafter,
      (i) with respect to Collateral Pool 1, upon the reduction of the Certificate
      Principal Balances of the related Subordinate Certificates to zero, all such
      Realized Losses on the Mortgage Loans related to such Collateral Pool (other
      than Excess Losses) shall be allocated on any Distribution Date, to the Class
      1A1A Certificates and the Class 1A1B Certificates as described below, (ii)
      with
      respect to Collateral Pool 2, upon the reduction of the Certificate Principal
      Balances of the related Subordinate Certificates to zero, all such Realized
      Losses on the Mortgage Loans related to such Collateral Pool (other than Excess
      Losses) shall be allocated on any Distribution Date to the Class 2A1A
      Certificates and the Class 212B Certificates as described below (if the Realized
      Loss is on a Group 2-1 Mortgage Loan), to the Class 22AA Certificates, the
      Class
      2A2A Certificates, the Class 2A2B Certificates and the Class 212B Certificates
      as described below (if the Realized Loss is on a Group 2-2 Mortgage Loan),
      to
      the Class 2A3A Certificates and the Class 2A3B Certificates as described below
      (if the Realized Loss is on a Group 2-3 Mortgage Loan), to the Class 2A4A
      Certificates and the Class 2A4B Certificates as described below (if the Realized
      Loss is on a Group 2-4 Mortgage Loan) and to the Class 2A5A Certificates and
      the
      Class 2A5B Certificates as described below (if the Realized Loss is on a Group
      2-5 Mortgage Loan) and (iii) with respect to Collateral Pool 3, upon the
      reduction of the Certificate Principal Balances of the related Subordinate
      Certificates to zero, all such Realized Losses on the Mortgage Loans related
      to
      such Collateral Pool (other than Excess Losses) shall be allocated on any
      Distribution Date to the Class 3A11 Underlying Interest, the Class 3A1A
      Underlying Interest, the Class 3A1B Underlying Interest, the Class 3A1C
      Underlying Interest and the Class 31AB Underlying Interest as described below
      (if the Realized Loss is on a Group 3-1 Mortgage Loan), to the Class 3A2A
      Certificates and the Class 3A2B Certificates as described below (if the Realized
      Loss is on a Group 3-2 Mortgage Loan) and to the Class 3A3A Certificates and
      the
      Class 3A3B Certificates as described below (if the Realized Loss is on a Group
      3-3 Mortgage Loan).

     

    Excess
      Losses on the Group 1 Mortgage Loans incurred during any Prepayment Period
      will
      be allocated on the related Distribution Date by allocating (i) the Group 1
      Senior Percentage of the Excess Loss to the Class 1A1A Certificates and Class
      1A1B Certificates as described below (if the Excess Loss is on a Group 1
      Mortgage Loan) and (ii) the related Group 1 Subordinate Percentage of the Excess
      Loss to the Group 1 Subordinate Certificates on a pro rata
      basis.

     

    Excess
      Losses on the Group 2 Mortgage Loans incurred during any Prepayment Period
      will
      be allocated on the related Distribution Date by allocating (i) the related
      Group 2 Senior Percentage (related to the Loan Group in which the Mortgage
      Loan
      that suffered the Excess Loss is included) of the Excess Loss to the Class
      2A1A
      Certificates and the Class 212B Certificates as described below (if the Excess
      Loss is on a Group 2-1 Mortgage Loan), to the Class 22AA Certificates, the
      Class
      2A2A Certificates, the Class 2A2B Certificates and the Class 212B Certificates
      as described below (if the Excess Loss is on a Group 2-2 Mortgage Loan), to
      the
      Class 2A3A Certificates and Class 2A3B Certificates as described below (if
      the
      Excess Loss is on a Group 2-3 Mortgage Loan), to the Class 2A4A Certificates
      and
      Class 2A4B Certificates as described below (if the Excess Loss is on a Group
      2-4
      Mortgage Loan) and to the Class 2A5A Certificates and Class 2A5B Certificates
      as
      described below (if the Excess Loss is on a Group 2-5 Mortgage Loan) and (ii)
      the related Group 2 Subordinate Percentage (related to the Loan Group in which
      the Mortgage Loan that suffered the Excess Loss is included) of the Excess
      Loss
      to the Group 2 Subordinate Certificates on a pro rata basis.

     

    Excess
      Losses on the Group 3 Mortgage Loans incurred during any Prepayment Period
      will
      be allocated on the related Distribution Date by allocating (i) the related
      Group 3 Senior Percentage (related to the Loan Group in which the Mortgage
      Loan
      that suffered the Excess Loss is included) of the Excess Loss to the Class
      31AA
      Underlying Interest, the Class 3A1A Underlying Interest, the Class 3A1B
      Underlying Interest, the Class 3A1C Underlying Interest and the Class 31AB
      Underlying Interest as described below (if the Excess Loss is on a Group 3-1
      Mortgage Loan), to the Class 3A2A Certificates and Class 3A2B Certificates
      as
      described below (if the Excess Loss is on a Group 3-2 Mortgage Loan) and to
      the
      Class 3A3A Certificates and Class 3A3B Certificates as described below (if
      the
      Excess Loss is on a Group 3-3 Mortgage Loan), and (ii) the related Group 2
      Subordinate Percentage (related to the Loan Group in which the Mortgage Loan
      that suffered the Excess Loss is included) of the Excess Loss to the Group
      2
      Subordinate Certificates on a pro rata basis.

     

    Any
      Extraordinary Trust Fund Expenses relating to Collateral Pool 1 incurred during
      any Prepayment Period will be allocated on the related Distribution Date as
      follows: first, to the Class 1B6 Certificates; second, to the Class 1B5
      Certificates; third, to the Class 1B4 Certificates; fourth, to the Class 1B3
      Certificates; fifth, to the Class 1B2 Certificates; and sixth, to the Class
      1B1
      Certificates, in each case until the Certificate Principal Balance of such
      Class
      has been reduced to zero. Thereafter, any Extraordinary Trust Fund Expenses
      relating to Collateral Pool 1 will be allocated on any Distribution Date among
      the Group 1 Class A Certificates on a pro rata basis.

     

    Any
      Extraordinary Trust Fund Expenses relating to Collateral Pool 2 incurred during
      any Prepayment Period will be allocated on the related Distribution Date as
      follows: first, to the Class 2B6 Certificates; second, to the Class 2B5
      Certificates; third, to the Class 2B4 Certificates; fourth, to the Class 2B3
      Certificates; fifth, to the Class 2B2 Certificates; and sixth, to the Class
      2B1
      Certificates, in each case until the Certificate Principal Balance of such
      Class
      has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses
      relating to Collateral Pool 2 will be allocated on any Distribution Date among
      the Group 2 Class A Certificates on a pro rata basis.

     

    Any
      Extraordinary Trust Fund Expenses relating to Collateral Pool 3 incurred during
      any Prepayment Period will be allocated on the related Distribution Date as
      follows: first, to the Class 3B6 Certificates; second, to the Class 3B5
      Certificates; third, to the Class 3B4 Certificates; fourth, to the Class 3B3
      Certificates; fifth, to the Class 3B2 Certificates; and sixth, to the Class
      3B1
      Certificates, in each case until the Certificate Principal Balance of such
      Class
      has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses
      relating to Collateral Pool 3 will be allocated on any Distribution Date among
      the Group 3 Class A Certificates on a pro rata basis.

     

    Notwithstanding
      any of the foregoing, with respect to Collateral Pool 1, any Realized Loss
      (including any Excess Loss) or any Extraordinary Trust Fund Expense that is
      allocated to the Class 1A1A Certificates and Class 1A1B Certificates will be
      allocated between such Classes on a pro rata basis; provided that any
      Realized Losses (other than any Excess Losses) so allocated to the Class 1A1A
      Certificates and Class 1A1B Certificates will be allocated first to the Class
      1A1B Certificates until the Certificate Principal Balance thereof  has
      been reduced to zero and then to the Class 1A1A
      Certificates.  

     

    Notwithstanding
      any of the foregoing, with respect to Collateral Pool 2, (i) any Realized Loss
      (including any Excess Loss) or any Extraordinary Trust Fund Expense that is
      allocated to the Class 2A1A Certificates and Class 212B Certificates will be
      allocated between such Classes on a pro rata basis (based on the Certificate
      Principal Balance of the Class 2A1A Certificates and the Component Principal
      Balance of the 2A1B Component); provided that any Realized Losses (other than
      any Excess Losses) so allocated to the Class 2A1A Certificates and Class 212B
      Certificates will be allocated first to the Class 212B Certificates to the
      extent of the Component Principal Balance of the 2A1B Component until the
      Component Principal Balance of the 2A1B Component has been reduced to zero
      and
      then to the Class 2A1A Certificate, (ii) any Realized Loss (including any Excess
      Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class
      22AA Certificates, the Class 2A2A Certificates, the Class 2A2B Certificates
      and
      the Class 212B Certificates will be allocated among such Classes on a pro rata
      basis (based on the Certificate Principal Balance of the Class 22AA
      Certificates, the Class 2A2A Certificates, the Class 2A2B Certificates and
      the
      Component Principal Balance of the 22AB Component); provided that any Realized
      Losses (other than any Excess Losses) so allocated to the Class 22AA
      Certificates, the Class 2A2A Certificates, the Class 2A2B Certificates and
      the
      Class 212B Certificates will be allocated first to the Class 212B Certificates
      to the extent of the Component Principal Balance of the 22AB Component until
      the
      Component Principal Balance of the 22AB Component has been reduced to zero,
      and
      then on a pro rata basis to (a) the Class 22AA Certificates and (b) the Class
      2A2A Certificates and the Class 2A2B Certificates; provided that that any such
      losses so allocated to the Class 2A2A Certificates and the Class 2A2B
      Certificates will be allocated first to the Class 2A2B Certificates until the
      Certificate Principal Balance thereof has been reduced to zero and then to
      the
      Class 2A2A Certificates, (iii) any Realized Loss (including any Excess Loss)
      or
      any Extraordinary Trust Fund Expense that is allocated to the Class 2A3A
      Certificates and Class 2A3B Certificates will be allocated between such Classes
      on a pro rata basis; provided that any Realized Losses (other than any Excess
      Losses) so allocated to the Class 2A3A Certificates and Class 2A3B Certificates
      will be allocated first to the Class 2A3B Certificates until the Certificate
      Principal Balance thereof has been reduced to zero and then to the Class 2A3A
      Certificates, (iv) any Realized Loss (including any Excess Loss) or any
      Extraordinary Trust Fund Expense that is allocated to the Class 2A4A
      Certificates and Class 2A4B Certificates will be allocated between such Classes
      on a pro rata basis; provided that any Realized Losses (other than any Excess
      Losses) so allocated to the Class 2A4A Certificates and Class 2A4B Certificates
      will be allocated first to the Class 2A4B Certificates until the Certificate
      Principal Balance thereof has been reduced to zero and then to the Class 2A4A
      Certificates, and (v) any Realized Loss (including any Excess Loss) or any
      Extraordinary Trust Fund Expense that is allocated to the Class 2A5A
      Certificates and Class 2A5B Certificates will be allocated between such Classes
      on a pro rata basis; provided that any Realized Losses (other than any Excess
      Losses) so allocated to the Class 2A5A Certificates and Class 2A5B Certificates
      will be allocated first to the Class 2A5B Certificates until the Certificate
      Principal Balance thereof has been reduced to zero and then to the Class 2A5A
      Certificates.

    


    Notwithstanding
      any of the foregoing, with respect to Collateral Pool 3, (i) any Realized Loss
      (including any Excess Loss) or any Extraordinary Trust Fund Expense that is
      allocated to the Class 31AA Underlying Interest, the Class 3A1A Underlying
      Interest, the Class 3A1B Underlying Interest, the Class 3A1C Underlying Interest
      and the Class 31AB Underlying Interest will be allocated among such Underlying
      Interests on a pro rata basis; provided that any Realized Losses (other
      than any Excess Losses) so allocated to the Class 31AA Underlying Interest,
      the
      Class 3A1A Underlying Interest, the Class 3A1B Underlying Interest and the
      Class
      3A1C Underlying Interest will be allocated first to the Class 31AB Underlying
      Interest until the Certificate Principal Balance thereof has been reduced to
      zero, and then on a pro rata basis to (a) the Class 31AA Underlying
      Interest and (b) the Class 3A1A Underlying Interest, the Class 3A1B Underlying
      Interest and the Class 3A1C Underlying Interest; provided that that any such
      losses so allocated to the Class 3A1A Underlying Interest, the Class 3A1B
      Underlying Interest and the Class 3A1C Underlying Interest will be allocated
      first to the Class 3A1C Underlying Interest until the Certificate Principal
      Balance thereof has been reduced to zero, second to the Class 3A1B Underlying
      Interest until the Certificate Principal Balance thereof has been reduced to
      zero and then to the Class 3A1A Underlying Interest, (ii) any Realized Loss
      (including any Excess Loss) or any Extraordinary Trust Fund Expense that is
      allocated to the Class 3A2A Certificates and Class 3A2B Certificates will be
      allocated between such Classes on a pro rata basis; provided that any
      Realized Losses (other than any Excess Losses) so allocated to the Class 3A2A
      Certificates and Class 3A2B Certificates will be allocated first to the Class
      3A2B Certificates until the Certificate Principal Balance thereof has been
      reduced to zero and then to the Class 3A2A Certificates and (iii) any Realized
      Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that
      is
      allocated to the Class 3A3A Certificates and Class 3A3B Certificates will be
      allocated between such Classes on a pro rata basis; provided that any
      Realized Losses (other than any Excess Losses) so allocated to the Class 3A3A
      Certificates and Class 3A3B Certificates will be allocated first to the Class
      3A3B Certificates until the Certificate Principal Balance thereof has been
      reduced to zero and then to the Class 3A3A Certificates.

     

    Any
      amounts in respect of any Realized Losses or Extraordinary Trust Fund Expenses
      allocated to the Class 31AA Underlying Interest, the Class 3A1A Underlying
      Interest, the Class 3A1B Underlying Interest, the Class 3A1C Underlying Interest
      and the Class 31AB Underlying Interest will be allocated to the class with
      the
      same alphanumeric designation.

     

    Notwithstanding
      the method of allocation of Realized Losses and Extraordinary Fund Expenses
      above, if any overcollateralization exists when Realized Losses or Extraordinary
      Trust Fund Expenses are to be allocated, such Realized Losses or Extraordinary
      Trust Fund Expenses will be allocated first to the overcollateralization, until
      the overcollateralization is reduced to zero, prior to allocating such Realized
      Losses or Extraordinary Trust Fund Expenses to the Certificates in accordance
      with the priorities set forth above.

     

    As
      used
      herein, an allocation of a Realized Loss or Extraordinary Trust Fund Expense
      on
      a “pro rata basis” among two or more specified Classes of Certificates
      means an allocation on a pro rata basis, among the various Classes so
      specified, to each such Class of Certificates on the basis of their then
      outstanding Certificate Principal Balances prior to giving effect to
      distributions to be made on such Distribution Date. All Realized Losses and
      all
      other losses allocated to a Class of Certificates hereunder will be allocated
      among the Certificates of such Class in proportion to the Percentage Interests
      evidenced thereby. Any allocation of a Realized Loss of Extraordinary Trust
      Fund
      Expense to a Certificate shall be made by reducing the Certificate Principal
      Balance thereof by the amount so allocated as of the Distribution Date following
      the Prepayment Period in which such Realized Loss was incurred.

     

    (d)  Notwithstanding
      anything to the contrary herein, in no event shall the Certificate Principal
      Balance of a Class A Certificate be reduced more than once in respect of any
      particular amount both (i) allocable to such Certificate in respect of Realized
      Losses or Extraordinary Trust Fund Expenses pursuant to Section 4.04 and (ii)
      payable to the Holder of such Certificate pursuant to Section 4.01(a) as a
      portion of the Senior Principal Distribution Amount.

     

    
      	
              SECTION
                4.05  

            	
              Compliance
                with Withholding Requirements.

            


    

     

    Notwithstanding
      any other provision of this Agreement, the Paying Agent shall comply with all
      federal withholding requirements respecting payments to Certificateholders
      of
      interest or original issue discount that the Paying Agent reasonably believes
      are applicable under the Code. The consent of Certificateholders shall not
      be
      required for such withholding. In the event the Paying Agent does withhold
      any
      amount from interest or original issue discount payments or advances thereof
      to
      any Certificateholder pursuant to federal withholding requirements, the Paying
      Agent shall indicate the amount withheld to such
      Certificateholders.

     

    
      	
              SECTION
                4.06  

            	
              Commission
                Reporting.

            


    

     

    (a)  (i)  Within
      15 calendar 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 Master Servicer, 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 shall
      be
      reported by such entity to the Depositor and the Trust Administrator and
      approved by the Depositor.  The Trust Administrator shall have no duty
      or liability for any failure hereunder to determine or prepare any Additional
      Form 10-D Disclosure absent such reporting (other than in the case where the
      Trust Administrator is the reporting party as set forth in Exhibit B) and
      approval, and the Trust Administrator will have no duty or liability to verify
      the accuracy or sufficiency of any such Additional Form 10-D Disclosure (except
      in any case where the Trust Administrator is the responsible party for providing
      that information pursuant to Exhibit B).

     

    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, in EDGAR-compatible format, or in such other form as otherwise agreed
      upon by the Trust Administrator and the Depositor and such party, and 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.  The Depositor will approve, as to form
      and substance, or disapprove, as the case may be, the Additional Form 10-D
      Disclosure.

     

    After
      preparing the Form 10-D, the Trust Administrator shall forward electronically
      a
      copy of the Form 10-D to the Depositor (in every case where the Form 10-D
      includes Additional 10-D Disclosure and otherwise if requested by the Depositor)
      and the Master Servicer for review.  Within two Business Days after
      receipt of such copy, but no later than the 12th calendar day after the
      Distribution Date (provided that, the Trust Administrator shall have forwarded
      a
      copy of the Form 10-D no later than the 10th calendar after the Distribution
      Date), the Depositor shall notify the Trust Administrator in writing (which
      may
      be furnished electronically) of any changes to or approval of such Form
      10-D.  In the absence of receipt of any written changes or approval,
      the Trust Administrator shall be entitled to assume that such Form 10-D is
      in
      final form and the Trust Administrator may proceed with arrangements for the
      execution of, and filing of, the Form 10-D.  No later than 2 Business
      Days prior to the 15th calendar day after the related Distribution Date, a
      duly
      authorized officer of the Master Servicer 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.  If a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Trust Administrator shall follow the procedures set forth in
      Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it
      will be available through EDGAR at www.sec.gov.  The Trust
      Administrator will provide copies of the report to investors, free of charge,
      upon request.  The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Trust Administrator of their
      respective duties under Sections 4.06(a)(i) and (v) related to the timely
      preparation, execution and filing of Form 10-D is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under such Sections.  Neither the Master Servicer nor the Trust
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file such Form 10-D, where such failure results from the Master
      Servicer’s or the Trust Administrator’s inability or failure to receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-D, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (ii)  Within
      4
      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, at the direction of the Depositor, on behalf of the Trust, any Form
      8-K, as required by the Exchange Act; provided that, the Depositor shall file
      the initial Form 8-K in connection with the issuance of the
      Certificates.  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, pursuant to the paragraph immediately below,
      reported by the responsible parties set forth on Exhibit B to the Trust
      Administrator and the Depositor and approved by the Depositor, and the Trust
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Form 8-K absent such reporting (other than in the
      case
      where the Trust Administrator is the reporting party as set forth in Exhibit
      B)
      and approval.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than 5:00 p.m. New York City time on the 2nd Business Day after the
      occurrence of a Reportable Event (i) the responsible parties set forth in
      Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide
      to
      the Trust Administrator and the Depositor, to the extent known by a responsible
      officer thereof, in EDGAR-compatible format, or in such other form as otherwise
      agreed upon by the Trust Administrator and the Depositor and such party, the
      form and substance of any Form 8-K Disclosure Information, if applicable, and
      (ii) the Depositor shall approve, as to form and substance, or disapprove,
      as
      the case may be, the inclusion of the Form 8-K Disclosure Information on Form
      8-K.

     

    After
      preparing the Form 8-K, the Trust Administrator shall forward electronically
      a
      copy of the Form 8-K to the Depositor and the Master Servicer for
      review.  No later than the close of business New York City time on the
      3rd Business Day after the Reportable Event, an officer of the Master Servicer
      shall sign the Form 8-K and, return an electronic or fax copy of such signed
      Form 8-K (with an original executed hard copy to follow by overnight mail)
      to
      the Trust Administrator.  Promptly, but no later than the close of
      business on the 3rd Business Day after the Reportable Event (provided that,
      the
      Trust Administrator shall have forwarded a copy of the Form 8-K no later than
      the 2nd Business Day after the Reportable Event), the Depositor shall notify
      the
      Trust Administrator in writing (which may be furnished electronically) of any
      changes to or approval of such Form 8-K.  In the absence of receipt of
      any written changes or approval, the Trust Administrator shall be entitled
      to
      assume that such Form 8-K is in final form and the Trust Administrator may
      proceed with arrangements for the execution of, and filing of, the Form
      8-K.   If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trust Administrator shall follow the
      procedures set forth in Section 4.06(a)(v).  Once the Form 8-K has
      been filed with the Commission it will be available through EDGAR at
      www.sec.gov.  The Trust Administrator will provide copies of the
      report to investors, free of charge, upon request.  The parties to
      this Agreement acknowledge that the performance by Master Servicer and the
      Trust
      Administrator of their respective duties under this Section 4.06(a)(ii) related
      to the timely preparation, execution and filing of Form 8-K is contingent upon
      such parties strictly observing all applicable deadlines in the performance
      of
      their duties under this Section 4.06(a)(ii).  Neither the Master
      Servicer nor the Trust Administrator shall have any liability for any loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file such Form 8-K, where such failure results
      from the Master Servicer’s or the Trust Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 8-K, not resulting from
      its
      own negligence, bad faith or willful misconduct.

     

    (iii)  Within
      90
      days after the end of each fiscal year of the Trust or such earlier date as
      may
      be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust ends on December 31st of each
      year), commencing in March 2008, the Trust Administrator shall prepare and
      file
      on behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act.  Each such Form 10-K shall include the following items,
      in each case to the extent they have been delivered to the Trust Administrator
      within the applicable time frames set forth in this Agreement, (I) an Annual
      Statement of Compliance for the Master Servicer and any Sub-servicer, as
      provided under Section 3.20, (II)(A) the Assessments of Compliance for the
      Master Servicer, each Sub-servicer and subcontractor participating in the
      servicing function, the Trust Administrator, the Paying Agent and the Custodian,
      as provided under Section 3.21, and (B) if the Master Servicer’s, any
      Sub-servicer’s or subcontractor’s participating in the servicing function, the
      Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of
      Compliance identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if the Master Servicer’s, any
      Sub-servicer’s or subcontractor’s participating in the servicing function, the
      Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of
      Compliance is not included as an exhibit to such Form 10-K, disclosure that
      such
      report is not included and an explanation why such report is not included,
      (III)(A) the Attestation Report for the Master Servicer, each Sub-servicer
      and
      subcontractor participating in the servicing function, the Trust Administrator,
      the Paying Agent and the Custodian, as provided under Section 3.21, and (B)
      if
      any Attestation Report rendered as contemplated under Section 3.21 identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any such Attestation Report is not included as an exhibit
      to such Form 10-K, disclosure that such report is not included and an
      explanation why such report is not included, and (IV) a Master Servicer
      Certification in the form prescribed by Exhibit H (provided, however, that
      the
      Trust Administrator, at its discretion, may omit from the Form 10-K any annual
      compliance statement, assessment of compliance or attestation report that is
      not
      required to be filed with such Form 10-K pursuant to Regulation AB). Any
      disclosure or information in addition to (I) through (IV) above that is required
      to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
      pursuant to the paragraph immediately below, reported by the responsible parties
      set forth on Exhibit B to the Trust Administrator and the Depositor and approved
      by the Depositor, and the Trust Administrator will have no duty or liability
      for
      any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure absent such reporting (other than in the case where the Trust
      Administrator is the reporting party as set forth in Exhibit B) and
      approval.

     

    No
      later
      than March 15th of each year that the Trust is subject to the Exchange Act
      reporting requirements, commencing in 2008, (A) the responsible parties set
      forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv)
      below to the Trust Administrator and the Depositor, to the extent known by
      a
      responsible officer thereof, in EDGAR-compatible format, or in such other form
      as otherwise agreed upon by the Trust Administrator and the Depositor and such
      party, the form and substance of any Additional Form 10-K Disclosure, if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K.

     

    After
      preparing the Form 10-K, the Trust Administrator shall forward electronically
      a
      copy of the Form 10-K to the Depositor and the Master Servicer for
      review.  Within 3 Business Days after receipt of such copy, but no
      later than March 25th (provided that, the Trust Administrator forwards a copy
      of
      the Form 10-K no later than the 3rd Business Day prior to March 25th), the
      Depositor shall notify the Trust Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form
      10-K.  In the absence of receipt of any written changes or approval,
      the Trust Administrator shall be entitled to assume that such Form 10-K is
      in
      final form and the Trust Administrator may proceed with the execution and filing
      of the Form 10-K.  No later than 12:00 p.m. Eastern Standard time on
      the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master
      Servicer in charge of the master servicing function 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.  If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Trust Administrator will
      follow the procedures set forth in Section 4.06(a)(v).  Once the Form
      10-K has been filed with the Commission it will be available through EDGAR
      at
      www.sec.gov.  The Trust Administrator will provide copies of the
      report to investors, free of charge, upon request.  The parties to
      this Agreement acknowledge that the performance by the Master Servicer and
      the
      Trust Administrator of their respective duties under Sections
      4.06(a)(iii)  through (v) related to the timely preparation, execution
      and filing of Form 10-K is contingent upon such parties strictly observing
      all
      applicable deadlines in the performance of their duties under such Sections
      and
      under Section 3.20 and Section 3.21.  Neither the Master Servicer nor
      the Trust Administrator shall have any liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare, execute
      and/or timely file such Form 10-K, where such failure results from the Master
      Servicer’s or the Trust Administrator’s inability or failure to receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    The
      Master Servicer shall deliver the Master Servicer Certification, executed by
      an
      officer of the Master Servicer in charge of the master servicing function,
      to
      the Trust Administrator not later than March 15th of each year in which the
      Trust is subject to the reporting requirements of the Exchange
      Act.   (b)In connection with the filing of any 10-K hereunder, in
      the case where the Master Servicer and Trust Administrator are not affiliated,
      the Trust Administrator shall sign a Back-Up Certification substantially in
      the
      form of Exhibit I; provided, however, that the Trust Administrator shall not
      be
      required to undertake an analysis of any accountant’s report attached as an
      exhibit to the Form 10-K.

     

    No
      later
      than each Distribution Date of each year that the Issuing Entity is subject
      to
      the Exchange Act reporting requirements, the Depositor shall make available
      to
      the Trust Administrator the related Significance Estimate and the Trust
      Administrator shall use such information to calculate the related Significance
      Percentage.  If the Significance Percentage meets either of the
      threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB,
      the
      Trust Administrator shall deliver written notification to the Depositor and
      the
      Swap Provider to that effect.  The Trust Administrator shall request
      and the Depositor shall obtain from the Swap Provider any information required
      under Regulation AB to the extent required under the Swap
      Agreement.  The Depositor will be obligated pursuant to the Swap
      Agreement to provide to the Trust Administrator any information that may be
      required to be included in any Form 10-D, Form 8-K or Form 10-K or written
      notification instructing the Trust Administrator that such Additional Disclosure
      regarding the Swap Provider is not necessary for such Distribution
      Date.

     

    (iv)  With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
      include such Additional Disclosure in the applicable Exchange Act report is
      subject to receipt from the entity that is indicated in Exhibit B as the
      responsible party for providing that information, if other than the Trust
      Administrator, as and when required as described in Section 4.06(a)(i) through
      (iii) above.  Each of the Master Servicer, Sponsor, Trust
      Administrator and Depositor hereby agrees to notify and provide to the extent
      known to the Master Servicer, the Sponsor, the Trust Administrator and the
      Depositor all Additional Disclosure relating to the Trust Fund, with respect
      to
      which such party is indicated in Exhibit B as the responsible party for
      providing that information.

     

    So
      long
      as the Depositor is subject to the filing requirements of the Exchange Act
      with
      respect to the Trust Fund, the Trustee shall notify the Trust Administrator
      and
      the Depositor of any bankruptcy or receivership with respect to the Trustee
      or
      of any proceedings of the type described under Item 1117 of Regulation AB that
      have occurred as of the related Due Period, together with a description thereof,
      no later than the date on which such information is required of other parties
      hereto as set forth under this Section 4.06.  In addition, the Trustee
      shall notify the Trust Administrator and the Depositor of any affiliations
      or
      relationships that develop after the Closing Date between the Trustee and the
      Depositor, the Sponsor, the Trust Administrator, the Master Servicer, the
      Servicer or the Custodian of the type described under Item 1119 of Regulation
      AB, together with a description thereof, no later than the date on which such
      information is required of other parties hereto as set forth under this Section
      4.06.

     

    The
      Master Servicer shall be responsible for determining the pool concentration
      applicable to any Sub-Servicer to which any of the Master Servicer’s
      responsibilities with respect to the Mortgage Loans have been delegated 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.

     

    (v)  (A)           On
      or prior to January 30th of the first year in which the Trust Administrator
      is
      able to do so under applicable law, the Trust Administrator shall prepare and
      file a Form 15 relating to the automatic suspension of reporting in respect
      of
      the Trust under the Exchange Act.

     

    (B)           In
      the event that the Trust Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Trust Administrator shall promptly
      notify the Depositor and the Master Servicer.  In the case of Form
      10-D and 10-K, the Depositor, the Master Servicer and the Trust Administrator
      shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
      applicable, pursuant to Rule 12b-25 of the Exchange Act.  In the case
      of Form 8-K, the Trust Administrator will, upon receipt of all required Form
      8-K
      Disclosure Information and upon the approval and direction of the Depositor,
      include such disclosure information on the next Form 10-D.  In the
      event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
      and
      such amendment relates to any Additional Disclosure, the Trust Administrator
      shall notify the Depositor and the parties affected thereby and such parties
      will cooperate to prepare any necessary Form 8-KA, 10-DA or
      10-KA.  Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or
      10-K shall be signed by a duly authorized officer of the Master
      Servicer.  The parties hereto acknowledge that the performance by the
      Master Servicer and the Trust Administrator of their respective duties under
      this Section 4.06(a)(v) related to the timely preparation, execution and filing
      of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
      contingent upon the Master Servicer and the Depositor timely performing their
      duties under this Section.  Neither the Master Servicer nor the Trust
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
      8-K,
      10-D or 10-K, where such failure results from the Master Servicer’s or the Trust
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    The
      Depositor agrees to promptly furnish to the Trust Administrator, from time
      to
      time upon request, such further information, reports and financial statements
      within its control related to this Agreement or the Mortgage Loans as the Trust
      Administrator reasonably deems appropriate to prepare and file all necessary
      reports with the Commission. The Trust Administrator shall have no
      responsibility to file any items other than those specified in this Section
      4.06; provided, however, the Trust Administrator shall cooperate with the
      Depositor in connection with any additional filings with respect to the Trust
      Fund as the Depositor deems necessary under the Exchange Act.  Fees
      and expenses incurred by the Trust Administrator in connection with this Section
      4.06 shall not be reimbursable from the Trust Fund.

     

    (b)  Without
      limiting any other indemnification provided pursuant to any other Section of
      this Agreement, the Trust Administrator shall indemnify and hold harmless,
      the
      Depositor and the Master Servicer and each of their respective officers,
      directors and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon a breach of the Trust
      Administrator’s obligations under Sections 3.21 or 4.06 or the Trust
      Administrator’s negligence, bad faith or willful misconduct in connection
      therewith. In addition, the Trust Administrator shall indemnify and hold
      harmless the Depositor and each of its officers, directors and affiliates and
      the Master Servicer from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that (i) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      Back-Up Certification, the Assessment of Compliance, any Additional Disclosure
      or other information provided by the Trust Administrator pursuant to Section
      3.21 or 4.06 (the “Trust Administrator Information”), or (ii) arise out of or
      are based upon the omission or alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading; provided,
      by
      way of clarification, that clause (ii) of this paragraph shall be construed
      solely by reference to the Trust Administrator Information and not to any other
      information communicated in connection with the Certificates, without regard
      to
      whether the Trust Administrator Information or any portion thereof is presented
      together with or separately from such other information.

     

    Without
      limiting any other indemnification provided pursuant to any other Section of
      this Agreement, the Master Servicer shall indemnify and hold harmless the Trust
      Administrator and the Depositor and each of its respective officers, directors
      and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon a breach of the
      obligations of the Master Servicer under Sections 3.20, 3.21 and 4.06 or the
      Master Servicer’s negligence, bad faith or willful misconduct in connection
      therewith In addition, the Master Servicer shall indemnify and hold harmless
      the
      Depositor and each of its officers, directors and affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon (i) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact contained in the Master Servicer
      Certification, the Annual Statement of Compliance, the Assessment of Compliance,
      any Additional Disclosure or other information provided by the Master Servicer
      pursuant to Section 3.20, 3.21 or 4.06 (the “Master Servicer Information”), or
      (ii) arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances in which they were made,
      not
      misleading; provided, by way of clarification, that clause (ii) of this
      paragraph shall be construed solely by reference to the Master Servicer
      Information and not to any other information communicated in connection with
      the
      Certificates, without regard to whether the Master Servicer Information or
      any
      portion thereof is presented together with or separately from such other
      information.

     

    In
      addition, without limiting any other indemnification provided pursuant to any
      other Section of this Agreement, the Paying Agent 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 a breach of the Paying
      Agent’s obligations under Section 4.06.  If the indemnification
      provided for under this paragraph is unavailable or insufficient to hold
      harmless the Depositor, then the Paying Agent 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 Paying
      Agent
      on the other. Notwithstanding the foregoing, in no event shall the Paying Agent
      be liable under this paragraph for any consequential, indirect or punitive
      damages.

     

    
      	
              SECTION
                4.07  

            	
              Distributions
                and Allocations of Realized Losses on the REMIC Regular
                Interests.

            


    

     

    With
      respect to the Group 2 Mortgage Loans

    


    (a)  Interest
      shall be payable to the REMIC II-A Regular Interests at the REMIC II-A
      Remittance Rate for each such REMIC II-A Regular Interest on the related
      Uncertificated Balance.

     

    (b)  Distributions
      of principal shall be deemed to be made from amounts received on the Group
      2
      Mortgage Loans to the REMIC II-A Regular Interests, first, so as to keep the
      Uncertificated Balance of each REMIC II-A Regular Interest ending with the
      designation “B” equal to 10% of the aggregate Scheduled Principal Balance of the
      Group 2 Mortgage Loans in the related Loan Group; second, to each REMIC II-A
      Regular Interest ending with the designation “A,” so that the Uncertificated
      Balance of each such REMIC II-A Regular Interest is equal to 10% of the excess
      of (x) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans
      in
      the related Loan Group over (y) the aggregate Certificate Principal Balance
      of
      the related Senior Certificates (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 II-A Regular Interests such that the REMIC
      II-A Subordinated Balance Ratio is maintained); and third, any remaining
      principal to REMIC II-A Regular Interest LT-ZZ.

     

    (c)  Reserved.

     

    (d)  Interest
      shall be payable to the REMIC II-B Regular Interests at the REMIC II-B
      Remittance Rate for each such REMIC II-B Regular Interest on the related
      Uncertificated Balance.

     

    (e)  Distributions
      of principal shall be deemed to be made from amounts received on the Group
      2
      Mortgage Loans to the REMIC II-B Regular Interests to each REMIC II-B Regular
      Interest in the same manner as such amounts are distributed to the Corresponding
      Certificate as set forth in Section 4.01 hereof.

     

    (f)  Realized
      Losses on the Group 2 Mortgage Loans shall be applied after all distributions
      have been made on each Distribution Date first, so as to keep the Uncertificated
      Balance of each REMIC II-A Regular Interest ending with the designation “B”
equal to 10% of the aggregate Scheduled Principal Balance of the Group 2
      Mortgage Loans in the related Loan Group; second, to each REMIC II-A Regular
      Interest ending with the designation “A,” so that the Uncertificated Balance of
      each such REMIC II-A Regular Interest is equal to 10% of the excess of (x)
      the
      aggregate Stated Principal Balance of the Group 2 Mortgage Loans in the related
      Loan Group over (y) the aggregate Certificate Principal Balance of the related
      Senior Certificates (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 II-A Regular Interests such that the REMIC II-A
      Subordinated Balance Ratio is maintained); and third, any remaining Realized
      Losses on the Mortgage Loans shall be allocated to REMIC II-A Regular Interest
      LT-ZZ. Interest shall be payable to the REMIC II-A Regular Interests at the
      REMIC II-A Remittance Rate for each such REMIC II-A Regular Interest on the
      related Uncertificated Balance.

     

    (g)  Realized
      Losses on the Group 2 Mortgage Loans shall be allocated to the REMIC II-B
      Regular Interests in the same manner as such Realized Losses are allocated
      to
      the Corresponding Certificate to each REMIC II-B Regular Interest as set forth
      in Section 4.04 hereof.

     

    (h)  Interest
      as set forth in Section 4.04 hereof.

     

    With
      respect to the Group 3 Mortgage Loans

    


    (a)  Interest
      shall be payable to the REMIC III-A Regular Interests at the REMIC III-A
      Remittance Rate for each such REMIC III-A Regular Interest on the related
      Uncertificated Balance.

     

    (b)  Distributions
      of principal shall be deemed to be made from amounts received on the Group
      3
      Mortgage Loans to the REMIC III-A Regular Interests, first, so as to keep the
      Uncertificated Balance of each REMIC III-A Regular Interest ending with the
      designation “B” equal to 10% of the aggregate Scheduled Principal Balance of the
      Group 3 Mortgage Loans in the related Loan Group; second, to each REMIC III-A
      Regular Interest ending with the designation “A,” so that the Uncertificated
      Balance of each such REMIC III-A Regular Interest is equal to 10% of the excess
      of (x) the aggregate Stated Principal Balance of the Group 3 Mortgage Loans
      in
      the related Loan Group over (y) the aggregate Certificate Principal Balance
      of
      the related Senior Certificates (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-A Regular Interests such that the REMIC
      III-A Subordinated Balance Ratio is maintained); and third, any remaining
      principal to REMIC III-A Regular Interest LT-ZZ.

     

    (c)  Reserved.

     

    (d)  Interest
      shall be payable to the REMIC III-B Regular Interests at the REMIC III-B
      Remittance Rate for each such REMIC III-B Regular Interest on the related
      Uncertificated Balance.

     

    (e)  Distributions
      of principal shall be deemed to be made from amounts received on the Group
      3
      Mortgage Loans to the REMIC III-B Regular Interests to each REMIC III-B Regular
      Interest in the same manner as such amounts are distributed to the Corresponding
      Certificate as set forth in Section 4.01 hereof.

     

    (f)  Realized
      Losses on the Group 3 Mortgage Loans shall be applied after all distributions
      have been made on each Distribution Date first, so as to keep the Uncertificated
      Balance of each REMIC III-A Regular Interest ending with the designation “B”
equal to 10% of the aggregate Scheduled Principal Balance of the Group 3
      Mortgage Loans in the related Loan Group; second, to each REMIC III-A Regular
      Interest ending with the designation “A,” so that the Uncertificated Balance of
      each such REMIC III-A Regular Interest is equal to 10% of the excess of (x)
      the
      aggregate Stated Principal Balance of the Group 3 Mortgage Loans in the related
      Loan Group over (y) the aggregate Certificate Principal Balance of the related
      Senior Certificates (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-A Regular Interests such that the REMIC III-A
      Subordinated Balance Ratio is maintained); and third, any remaining Realized
      Losses on the Mortgage Loans shall be allocated to REMIC III-A Regular Interest
      LT-ZZ. Interest shall be payable to the REMIC III-A Regular Interests at the
      REMIC III-A Remittance Rate for each such REMIC III-A Regular Interest on the
      related Uncertificated Balance.

     

    (g)  Realized
      Losses on the Group 3 Mortgage Loans shall be allocated to the REMIC III-B
      Regular Interests in the same manner as such Realized Losses are allocated
      to
      the Corresponding Certificate  or Corresponding Underlying Interest to
      each REMIC III-B Regular Interest as set forth in Section 4.04
      hereof.

     

    (h)  Interest
      as set forth in Section 4.04 hereof.

     

    
      	
              SECTION
                4.08  

            	
              Grantor
                Trust Reporting.

            


    

     

    The
      parties intend that the Grantor Trust, which consists of the Underlying
      Interests, the Swap Account, the Swap Collateral Account and the Swap Agreement,
      shall constitute, and that the affairs of the Grantor Trust shall be conducted
      so as to qualify such portion as, a “grantor trust” under subpart E, Part I of
      subchapter J of the Code, and the provisions hereof shall be interpreted
      consistently with this intention. In furtherance of such intention, the Trust
      Administrator shall (A) file, or cause to be filed, Internal Revenue Service
      Form 1041 or such other form as may be applicable with the Internal Revenue
      Service and (B) furnish, or cause to be furnished, to the Group 3 Floating
      Rate
      Certificateholders, their allocable share of income and expense with respect
      to
      the Underlying Interest and the Swap Agreement, each in the time or times and
      in
      the manner required by the Code.

     

    
      	
              SECTION
                4.09  

            	
              Reserved.

            


    

     

    
      	
              SECTION
                4.10  

            	
              Swap
                Agreement; Establishment of Swap Account and Grantor
                Trust.

            


    

     

    The
      Depositor hereby directs the Grantor Trust Trustee, solely in its capacity
      as
      trustee of the Grantor Trust, to enter into and execute the Swap Agreement
      and
      make all representations and warranties contained therein on behalf of the
      Grantor Trust.

     

    On
      the
      Closing Date, there is hereby established a separate grantor trust (the “Grantor
      Trust”), the assets of which shall consist of Underlying Interests and the Swap
      Agreement.  No later than the Closing Date, the Paying Agent shall
      establish and maintain a separate, segregated trust account on behalf of the
      Grantor Trust Trustee (the “Swap Account”), for the benefit of the Group 3
      Floating Rate Certificateholders.  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 Paying Agent held pursuant to this Agreement. Amounts in
      the
      Swap Account shall be held uninvested and funds must be distributed on the
      first
      Distribution Date following deposit into the Swap Account pursuant to Section
      4.12.  Funds on deposit in the Swap Account shall be distributed in
      the amounts and in the order of priority described under Section
      4.12.  For federal income tax purposes, the Grantor Trust, including
      the Swap Account, shall be owned by the Holders of the Group 3 Floating Rate
      Certificates.

     

    Amounts
      payable by the Paying Agent on behalf of the Grantor Trust to the Swap Provider
      and amounts payable from the Swap Provider to the Swap Account will be allocated
      in accordance with Section 4.12 hereof.

     

    In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      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 Swap Agreement)
      occurs with respect to the Swap Agreement, the Paying Agent shall, promptly
      following actual notice of such failure, breach or event, notify the Depositor
      and send any notices and make any demands, on behalf of the Grantor Trust,
      required to enforce the rights of the Grantor Trust under the Swap
      Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Swap Agreement (such guaranty the “Swap Guaranty” and
      such third party the “Swap Guarantor”), then to the extent that the 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 Swap Agreement, the Paying
      Agent
      shall, promptly following actual notice of the Swap Provider’s failure to pay,
      demand that the Swap Guarantor make any and all payments then required to be
      made by the Swap Guarantor pursuant to such Swap Guaranty; provided, that the
      Paying Agent shall in no event be liable for any failure or delay in the
      performance by the Swap Provider or any Swap Guarantor of its obligations
      hereunder or pursuant to the Swap Agreement and the Swap 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
        the occurrence or designation of an
        Early Termination Date (as defined in the Swap Agreement), the Grantor 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 identical to the Swap Agreement, with a
        successor swap provider meeting all applicable eligibility requirements.
        If the
        Grantor Trust Trustee receives a Swap Termination Payment from the Swap Provider
        in connection with such early termination, the Grantor Trust Trustee will
        apply
        such Swap Termination Payment to any upfront payment required to appoint
        the
        successor swap provider. If the Grantor Trust Trustee is required to pay
        a Swap
        Termination Payment to the Swap Provider in connection with such early
        termination, the Grantor Trust Trustee will apply any upfront payment received
        from the successor swap provider to pay such Swap Termination
        Payment.

       

    

    If
      the
      Grantor Trust is unable to appoint a successor swap provider within 30 days
      of
      the early termination, then the Grantor Trust Trustee will deposit any Swap
      Termination Payment received from the original Swap Provider into the Swap
      Account, and such Swap Termination Payment will be distributed in accordance
      with the Section 4.12 of this Agreement.

     

    
      	
              SECTION
                4.11  

            	
              Swap
                Credit Support Annex.

            


    

     

    The
      Paying Agent is hereby directed to perform the obligations of the custodian
      as
      defined under the Swap Credit Support Annex (the “Swap
      Custodian”).  If at any time the Swap Custodian does not have credit
      ratings from S&P and Fitch at least equal to the Swap Custodian Required
      Rating Threshold, the Grantor Trust Trustee, at the direction of the Depositor,
      must within 60 days obtain a replacement swap custodian with credit ratings
      from
      S&P and Fitch at least equal to the Swap Custodian Required Rating
      Threshold.

    


    On
      or
      before the Closing Date, the Swap Custodian shall establish a collateral account
      (the “Swap Collateral Account”).  The Swap Collateral Account shall be
      held in the name of the Swap Custodian in trust for the benefit of the Holders
      of Certificates.  The Swap Collateral Account must be an Eligible
      Account and shall be entitled “Citigroup Mortgage Loan Trust 2007-10, Mortgage
      Pass-Through Certificates, Series 2007-10, Swap Collateral Account, Citibank,
      N.A., as Swap Custodian for the benefit of holders of Citigroup Mortgage Loan
      Trust 2007-10, Mortgage Pass-Through Certificates, Series 2007-10.”

     

    The
      Swap
      Custodian shall credit to the Swap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Swap
      Agreement.  Except for investment earnings, the Swap Provider shall
      not have any legal, equitable or beneficial interest in the Swap Collateral
      Account other than in accordance with this Agreement, the 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 Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the 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 Swap Provider.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Swap Agreement) with respect to the Swap Provider or upon occurrence or
      designation of an Early Termination Date (as defined in the Swap Agreement)
      as a
      result of any such Event of Default or Specified Condition with respect to
      the
      Swap Provider, and, in either such case, unless the 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 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 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 Agreement) to the
      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  

            	
              Distributions
                from Grantor Trust.

            


    

     

    On
      each
      Distribution Date on or prior to the termination of the Swap Agreement, the
      Paying Agent, on behalf of the Grantor Trust, shall distribute, from funds
      on
      deposit in the Swap Account, the following amounts to the Swap Provider, in
      the
      following order of priority:

     

     (i)           on
      each Distribution Date on or prior to the termination of the Swap Agreement,
      to
      the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant
      to
      the Swap Agreement for such Distribution Date, payable solely from amounts
      in
      the Swap Account representing interest received on the Underlying
      Interests;

     

    (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 Swap Agreement, payable
      first, from any remaining amounts in the Swap Account representing interest
      received on the Underlying Interests, and second, from amounts in the Swap
      Account representing principal received on the Underlying Interests;
      and

     

    (iii)           to
      the Swap Provider, any Swap Termination Payment owed to the Swap Provider due
      to
      a Swap Provider Trigger Event pursuant to the Swap Agreement, payable from
      any
      remaining amounts in the Swap Account after taking into account the
      distributions from the Swap Account to the Group 3 Floating Rate Certificates
      pursuant to clauses (i) and (ii) of the paragraph below.

     

    On
      each
      Distribution Date, the Paying Agent, on behalf of the Grantor Trust, shall
      distribute, from funds on deposit in the Swap Account, the following amounts
      to
      the holders of the Group 3 Floating Rate Certificates, in the following order
      of
      priority:

     

    (i)           to
      the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
      Class 3A1C Certificates and the Class 31AB Certificates, the Interest
      Distribution Amount for each such class, but only to the extent of the product
      of (x) One-Month LIBOR as determined pursuant to the Swap Agreement for the
      related calculation period (as defined in the Swap Agreement), (y) the
      Certificate Principal Balance of such Class immediately prior to such
      Distribution Date and (z) a fraction, the numerator of which is equal to the
      actual number of days in the related calculation period, and the denominator
      of
      which is 360, payable first, from amounts in the Swap Account representing
      any
      Net Swap Payment received by the Grantor Trust from the Swap Provider and any
      Swap Termination Payment received by the Grantor Trust from the Swap Provider,
      and second, from amounts in the Swap Account representing interest received
      on
      the Underlying Interests to the extent remaining after taking into account
      the
      distributions from the Swap Account to the Swap Provider pursuant to clauses
      (i)
      and (ii) of the paragraph above, on a pro rata basis based on the
      entitlement of each such class to interest pursuant to this clause;

     

    (ii)           to
      the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
      Class 3A1C Certificates and the Class 31AB Certificates, the Interest
      Distribution Amount for each such class remaining unpaid following the
      distributions made pursuant to the immediately preceding clause (i) above,
      payable solely from amounts in the Swap Account representing interest received
      on the Underlying Interests remaining undistributed following the distributions
      made pursuant to the immediately preceding clause (i), on a pro rata
basis based on the entitlement of each such class to interest pursuant
      to
      this clause;

     

     (iii)           to
      the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
      Class 3A1C Certificates and the Class 31AB Certificates, principal to each
      such
      class in an amount equal to the amount of principal distributed to the
      Underlying Interest with the same alphanumeric designation, payable from any
      remaining amounts in the Swap Account, on a pro rata basis until the Certificate
      Principal Balance of each such class has been reduced to zero; and

     

    (iv)           to
      the Class 31AA Certificates, Class 3A1A Certificates, Class 3A1B Certificates,
      Class 3A1C Certificates and the Class 31AB Certificates, as a residual
      distribution from the Grantor Trust, any amounts remaining in the Swap Account
      after taking into account the distributions from the Swap Account to the Swap
      Provider pursuant to clause (iii) of the paragraph above.

     

    On
      each
      Distribution Date after the Swap Agreement Termination Date, the Paying Agent,
      on behalf of the Grantor Trust, shall distribute to each Class of Group 3
      Floating Rate Certificates, from funds on deposit in the Swap Account, all
      amounts paid to the Underlying Interest with the same alphanumeric designation,
      pursuant to Section 4.01(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V


     

    THE
      CERTIFICATES

     

    
      	
              SECTION
                5.01  

            	
              The
                Certificates.

            


    

     

    (a)  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-47. 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 by the Paying Agent and
      delivered by the Authenticating Agent to or upon the order of the Depositor.
      The
      Certificates shall be executed and attested by manual or facsimile signature
      on
      behalf of the Paying Agent by an authorized signatory. Certificates bearing
      the
      manual or facsimile signatures of individuals who were at any time the proper
      officers of the Paying Agent  shall bind the Paying Agent,
      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
      Authenticating Agent 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.

     

    (b)  The
      Book-Entry Certificates shall initially be issued as one or more Certificates
      held by the 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 Certificate Registrar 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 Paying Agent 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 Master 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 Paying Agent resigns or is
      removed in accordance with the terms hereof, the successor Paying Agent 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 Master Servicer, the Paying Agent, the
      Authenticating Agent, the Certificate Registrar 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 Paying Agent 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, the Paying Agent and the
      Certificate Registrar 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 Master 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, the Paying Agent and the
      Certificate Registrar 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 Certificate Registrar 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 Certificate Registrar 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 Paying Agent shall issue the Definitive Certificates. Such
      Definitive Certificates will be issued in minimum denominations of $100,000,
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate in an amount less than $100,000 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
      Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
      Agent, the Certificate Registrar nor 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 Certificate Registrar and the Paying Agent, to the extent applicable with
      respect to such Definitive Certificates, and the Certificate Registrar and
      the
      Paying Agent shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    
      	
              SECTION
                5.02  

            	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

    (a)  The
      Certificate Registrar 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 Certificate Registrar
      shall
      provide for the registration of Certificates and of transfers and exchanges
      of
      Certificates as herein provided.

     

    (b)  No
      transfer of any Private Certificate or Ownership Interest therein 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 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 a Private Certificate is to be made without
      registration or qualification (other than in connection with the initial
      transfer of any such Certificate by the Depositor to an affiliate of the
      Depositor), the Certificate Registrar shall require, receipt of 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, or in the case of any Definitive Certificate,
      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
      Certificate Registrar, the Authenticating Agent , the Paying Agent, the Master
      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.   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
      Certificate by the Depositor, such transfer shall be required to be made in
      reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed
      to
      have made each of the representations and warranties set forth on Exhibit F-1
      hereto in respect of such interest as if it was evidenced by a Definitive
      Certificate and the transferee will be deemed to have made each of the
      representations and warranties set forth on Exhibit F-1 hereto in respect of
      such interest as if it was evidenced by a Definitive
      Certificate.  None of the Depositor 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 or Ownership Interest therein shall, and does hereby agree to,
      indemnify the Trustee, the Trust Administrator, the Certificate Registrar,
      the
      Paying Agent, the Authenticating Agent, the Master Servicer 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.

     

    (c)  (i)  No
      transfer of a Class 3P Certificate or a Residual Certificate or any interest
      therein shall be made to any 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 acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the DOL Regulations, as modified by Section 3(42) of ERISA (“Plan
      Assets”) as certified by such transferee in the form of Exhibit G, unless the
      Certificate Registrar is provided with an Opinion of Counsel on which the
      Certificate Registrar, the Depositor, the Trustee, the Trust Administrator,
      the
      Paying Agent, the Authenticating Agent and the Master Servicer may rely, to
      the
      effect that the purchase and holding of such Certificates will be permissible
      under applicable law, 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 Master Servicer, the Trustee, the Trust
      Administrator, the Paying Agent, the Authenticating Agent, the Certificate
      Registrar 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 Master Servicer, the Trustee, the Trust
      Administrator, the Paying Agent, the Authenticating Agent, the Certificate
      Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective
      Transferee of such Certificates may provide a certification in the form of
      Exhibit G to this Agreement (or other form acceptable to the Depositor, the
      Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent,
      the Authenticating Agent and the Master Servicer), which the Certificate
      Registrar may rely upon without further inquiry or investigation. Neither a
      certification nor an Opinion of Counsel will be required in connection with
      the
      initial transfer of any such Certificate by the Depositor to 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 Certificate Registrar shall be entitled to
      conclusively rely upon a representation (which, upon the request of the
      Certificate Registrar, shall be a written representation) from the Depositor
      of
      the status of such transferee as an affiliate of the Depositor.

     

    (ii)  Prior
      to
      the termination of the Swap Agreement, each beneficial owner of a Group 3
      Floating Rate Certificate or any interest therein shall represent or be deemed
      to have represented, by virtue of its acquisition or holding of 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 the Underwriter’s Exemption
      (as defined below) and (B) the acquisition and holding of such Certificate
      and
      the separate right to receive payments from the Swap Agreement are eligible
      for the exemptive relief available under Prohibited Transaction Class Exemption
      (“PTCE”) 84-14, 90-1, 91-38, 95-60 or 96-23.

     

    (iii)  Each
      beneficial owner of a Subordinate Certificate or any interest therein shall
      be
      deemed to have represented, by virtue of its acquisition and holding of such
      Certificate or interest therein, that either (A) it is not a Plan or investing
      with Plan Assets, (B) other than with respect to a Private Certificate, it
      has
      acquired and is holding such Certificate in reliance on the exemption granted
      by
      the Department of Labor on April 18, 1991 as Prohibited Transaction Exemption
      (“PTE”) 91-23 at 56 F.R. 15936, as amended by PTE 97-34, PTE 2000-58, PTE
      2002-41 and further amended on March 20, 2007 by PTE 2007-05 at 72 F.R. 13130
      (the “Underwriter’s Exemption”), and it understands that there are certain
      conditions to the availability of the Underwriter’s Exemption, including that
      the certificate must be rated, at the time of purchase, not lower than “BBB-”
(or its equivalent) by Fitch, Moody’s, Dominion Bond Rating Service, Limited
      (known as DBRS Limited), Dominion Bond Rating Service, Inc. (known as DBRS,
      Inc.) or S&P, or (C) (i) it is an insurance company, (ii) the source of
      funds used to acquire or hold the Certificate or interest therein is an
“insurance company general account,” as defined in PTCE 95-60, and (iii) the
      conditions in Sections I and III of PTCE 95-60 have been satisfied.

     

    (iv)  If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of the preceding three 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
      three paragraphs shall indemnify and hold harmless the Depositor, the Master
      Servicer, the Trustee, the Trust Administrator, the Certificate Registrar,
      the
      Paying Agent, the Authenticating Agent 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.

     

    (d)  (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 Paying Agent 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 Certificate
      Registrar 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 Certificate Registrar 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 Certificate Registrar, 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 Certificate Registrar
      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 Certificate Registrar 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 Certificate Registrar 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
      Certificate Registrar 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 Certificate
      Registrar as a condition to such registration. In addition, no Transfer of
      a
      Residual Certificate shall be made unless the Certificate Registrar 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 Certificate Registrar 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 Certificate Registrar 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 Certificate Registrar
      on such terms as the Certificate Registrar may choose. Such purported Transferee
      shall promptly endorse and deliver each Residual Certificate in accordance
      with
      the instructions of the Certificate Registrar. Such purchaser may be the
      Certificate Registrar itself or any Affiliate of the Certificate Registrar.
      The
      proceeds of such sale, net of the commissions (which may
      include  commissions payable to the Certificate Registrar or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Certificate
      Registrar 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
      Certificate Registrar, and the Certificate Registrar 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 and the Certificate Registrar 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 and the Certificate Registrar.

     

    (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 and the Certificate Registrar 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 Certificate
      Registrar and 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.

     

    (e)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Certificate Registrar maintained
      for
      such purpose pursuant to Section 8.12, the Certificate Registrar shall give
      notice of such surrender to the Paying Agent and the Authenticating Agent.
      Upon
      receipt of such notice, the Paying Agent shall execute and the Authenticating
      Agent shall 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.

     

    (f)  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 Certificate Registrar maintained for
      such purpose pursuant to Section 8.12. Whenever any Certificates are so
      surrendered for exchange, upon notice from the Certificate Registrar, the Paying
      Agent shall execute, and the Authenticating Agent shall 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 Certificate Registrar) be duly endorsed
      by, or be accompanied by a written instrument of transfer in the form
      satisfactory to the Certificate Registrar duly executed by, the Holder thereof
      or his attorney duly authorized in writing.

     

    (g)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Certificate Registrar 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.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Certificate Registrar in accordance with its customary
      procedures.

     

    
      	
              SECTION
                5.03  

            	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

    If
      (i)
      any mutilated Certificate is surrendered to the Certificate Registrar, or the
      Certificate Registrar receive evidence to its satisfaction of the destruction,
      loss or theft of any Certificate, and (ii) there is delivered to the Certificate
      Registrar, 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 Certificate Registrar that such Certificate has been
      acquired by a bona fide purchaser, the Paying Agent shall execute, and the
      Authenticating Agent shall 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 Certificate Registrar
      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 Certificate Registrar)
      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 Master Servicer, the Trustee, the Trust Administrator, the
      Certificate Registrar, the Authenticating Agent, the Paying Agent 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 Master Servicer, the Trustee, the Trust
      Administrator,  the Certificate Registrar, the Authenticating Agent,
      the Paying Agent or any agent of any of them shall be affected by notice to
      the
      contrary.

     

    
      	
              SECTION
                5.05  

            	
              Certain
                Available Information.

            


    

     

    The
      Paying Agent 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 Paying Agent 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 or the
      Paying Agent by the Master Servicer since the Closing Date to evidence the
      Master Servicer’s determination that any P&I Advance was, or if made, would
      be a Nonrecoverable P&I Advance and (E) any and all Officers’ Certificates
      delivered to the Trust Administrator or the Paying Agent by the Master 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 Paying Agent upon
      request at the expense of the person requesting the same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI


     

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    
      	
              SECTION
                6.01  

            	
              Liability
                of the Depositor and the Master
                Servicer.

            


    

     

    The
      Depositor and the Master Servicer each shall be liable in accordance herewith
      only to the extent of the obligations specifically imposed by this Agreement
      and
      undertaken hereunder by the Depositor and the Master Servicer
      herein.

     

    
      	
              SECTION
                6.02  

            	
              Merger
                or Consolidation of the Depositor or the Master
                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
      Master 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 Master 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 Master 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 Master Servicer shall be a party, or any Person succeeding
      to
      the business of the Depositor or the Master Servicer, shall be the successor
      of
      the Depositor or the Master 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 Master 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 Certificates rated
      thereby and 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 Master Servicer and
                Others.

            


    

     

    None
      of
      the Depositor, the Master Servicer or any of the directors, officers, employees
      or agents of the Depositor or the Master Servicer 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 for errors in judgment; provided, however, that this provision
      shall not protect the Depositor, the Master Servicer or any such person against
      any breach of warranties, representations or covenants made herein, or against
      any specific liability imposed on the Master Servicer pursuant hereto, 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. The Depositor, the
      Master Servicer and any director, officer, employee or agent of the Depositor
      or
      the Master Servicer 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. The Depositor, the Master Servicer and any director,
      officer, employee or agent of the Depositor or the Master Servicer shall be
      indemnified and held harmless by the Trust Fund against any loss, liability
      or
      expense incurred in connection with any legal action relating to this Agreement
      or the Certificates, other than any loss, liability or expense to any specific
      Mortgage Loan or Mortgage Loans (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 by reason of reckless
      disregard of obligations and duties hereunder. Neither the Depositor nor the
      Master Servicer 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 and, in its opinion, does not involve it in any expense or
      liability; provided, however, that each of the Depositor and the Master Servicer
      may in its discretion undertake any such action which it may deem necessary
      or
      desirable with respect to this Agreement and the rights and duties of the
      parties hereto and the interests of the Certificateholders hereunder. In such
      event, unless the Depositor or the Master Servicer 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),
      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) shall
      be
      expenses, costs and liabilities of the Trust Fund, and the Depositor (subject
      to
      the limitations set forth above) and the Master Servicer shall be entitled
      to be
      reimbursed therefor from the Collection Account as and to the extent provided
      in
      Section 3.11, 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 Master
                Servicer.

            


    

     

    The
      Master 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 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 Master Servicer hereunder. Any
      such
      determination pursuant to clause (i) of the preceding sentence permitting the
      resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
      to such effect obtained at the expense of the Master Servicer and delivered
      to
      the Trustee and the Trust Administrator. No resignation of the Master Servicer
      shall become effective until the Trustee or a successor servicer shall have
      assumed the Master 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 Master Servicer shall not assign nor 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
      Master Servicer hereunder. If, pursuant to any provision hereof, the duties
      of
      the Master Servicer are transferred to a successor master servicer, the entire
      amount of the Servicing Fee and other compensation payable to the Master
      Servicer pursuant hereto shall thereafter be payable to such successor master
      servicer.

     

    
      	
              SECTION
                6.05  

            	
              Rights
                of the Depositor in Respect of the Master
                Servicer.

            


    

     

    The
      Master 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 Master Servicer (and any such Sub-Servicer) in
      respect of the Master Servicer’s rights and obligations hereunder and access to
      officers of the Master Servicer (and those of any such Sub-Servicer) responsible
      for such obligations. Upon request, the Master 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
      Master Servicer and such other information relating to the Master Servicer’s
      capacity to perform its obligations under this Agreement that it possesses.
      Notwithstanding the foregoing, in the case of each Initial Sub-Servicer, such
      access and information described in the preceding two sentences shall be
      required to be provided only to the extent provided in the Sub-Servicing
      Agreement. 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 Master 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 Master
      Servicer under this Agreement and may, but is not obligated to, perform, or
      cause a designee to perform, any defaulted obligation of the Master Servicer
      under this Agreement or exercise the rights of the Master Servicer under this
      Agreement; provided that the Master 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 Master Servicer and is not obligated
      to
      supervise the performance of the Master Servicer under this Agreement or
      otherwise.

     

    
      	
              SECTION
                6.06  

            	
              Reserved.

            


    

     

    
      	
              SECTION
                6.07  

            	
              Reserved.

            


    

     

    
      	
              SECTION
                6.08  

            	
              Reserved.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

     

    DEFAULT

     

    
      	
              SECTION
                7.01  

            	
              Master
                Servicer Events of Default.

            


    

     

    “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i)  (A) any
      failure by the Master Servicer to remit to the Paying Agent for distribution
      to
      the Certificateholders any payment (other than a P&I Advance required to be
      made from its own funds on any Master 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 one Business  Day
      after the date upon which written notice of such failure, requiring the same
      to
      be remedied, shall have been given to the Master Servicer (with a copy to the
      Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in
      which case notice shall be provided by telecopy), or to the Master Servicer,
      the
      Depositor, the Trust Administrator, the Paying Agent and the Trustee by the
      Holders of Certificates entitled to at least 25% of the Voting Rights; or (B)
      any deemed Master Servicer Event of Default caused by a failure by the Master
      Servicer to timely comply with its obligations under Section 3.19 or Section
      3.20 or Section 4.06, taking into account any cure period allowed by the Trustee
      at the direction of the Depositor that may be provided under such sections;
      or

     

    (ii)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any of the covenants or agreements on the part of the Master
      Servicer contained in the Certificates or in this Agreement which continues
      unremedied for a period of 30 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 Master Servicer by the Depositor, the Trust Administrator
      or
      the Trustee, or to the  Master 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 of the Master Servicer; 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
      Master Servicer and if such proceeding is being contested by the Master 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
      Master 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 Master Servicer or
      of
      or relating to all or substantially all of its property; or

     

    (v)  the
      Master 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 Master Servicer to make, or of the Paying Agent to make on behalf
      of the Master Servicer, any P&I Advance on any Master Servicer Remittance
      Date required to be made from its own funds pursuant to Section
      4.03.

     

    If
      a
      Master 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
      Master 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 Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor), terminate all of the rights and
      obligations of the Master Servicer in its capacity as a Master Servicer under
      this Agreement, to the extent permitted by law, and in and to the Mortgage
      Loans
      and the proceeds thereof. If a Master Servicer Event of Default described in
      clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m.
      on
      the related Distribution Date, the Paying Agent shall notify the Trustee of
      the
      same, and the Trustee shall be obligated to make such P&I Advance and, then
      so long as such Master Servicer Event of Default shall not have been remedied
      during the applicable time period set forth in clause (vi) above (including
      the
      reimbursement to the Trustee by the Master Servicer, with interest thereon
      at
      the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in
      writing to the Master Servicer and the Depositor, terminate all of the rights
      and obligations of the Master Servicer in its capacity as a Master Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof.
      On or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master 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 Trustee pursuant
      to and under this Section and, without limitation, the Trustee is hereby
      authorized and empowered, as attorney-in-fact or otherwise, to execute and
      deliver on behalf of and at the expense of the Master 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 Master 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 Trustee with all documents and
      records requested by it to enable it to assume the Master Servicer’s functions
      under this Agreement, and to cooperate with the Trustee in effecting the
      termination of the Master Servicer’s responsibilities and rights under this
      Agreement, including, without limitation, the transfer within one Business
      Day
      to the Trustee for administration by it of all cash amounts which at the time
      shall be or should have been credited by the Master Servicer to the Collection
      Account held by or on behalf of the Master Servicer, the Distribution Account
      or
      any REO Account or Servicing Account held by or on behalf of the Master Servicer
      or thereafter be received with respect to the Mortgage Loans or any REO Property
      serviced by the Master Servicer (provided, however, that the Master 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 shall not be deemed to have knowledge of a Master Servicer
      Event of Default unless a Responsible Officer of the Trustee assigned to and
      working in the Trustee’s Corporate Trust Office has actual knowledge thereof or
      unless written notice of any event which is in fact such a Master Servicer
      Event
      of Default is received by the Trustee and such notice references the
      Certificates, the Trust Fund or this Agreement.

     

    
      	
              SECTION
                7.02  

            	
              Trustee
                to Act; Appointment of Successor.

            


    

     

    (a)  On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer in its capacity
      as
      Master Servicer under this Agreement, the Master Servicer shall not have the
      right to withdraw any funds from the Collection Account without the consent
      of
      the Trustee 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 Master Servicer (except for any representations
      or warranties of the Master 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 Master Servicer’s
      obligations to make P&I Advances pursuant to Section 4.03; provided,
      however, that if the Trustee is prohibited by law or regulation from obligating
      itself to make advances regarding delinquent mortgage loans, then the Trustee
      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 Master Servicer’s failure to provide information required by
      Section 7.01 shall not be considered a default by the Trustee as successor
      to
      the Master Servicer hereunder. As compensation therefor, the Trustee shall
      be
      entitled to the Servicing Fees and all funds relating to the Mortgage Loans
      to
      which the Master Servicer would have been entitled if it had continued to act
      hereunder (other than amounts which were due or would become due to the Master
      Servicer prior to its termination or resignation). Notwithstanding the above,
      the Trustee 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 Trustee, 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 Master Servicer
      under this Agreement in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer under this
      Agreement. No appointment of a successor to the Master Servicer under this
      Agreement shall be effective until the assumption by the successor of all of
      the
      Master Servicer’s responsibilities, duties and liabilities hereunder. In
      connection with such appointment and assumption described herein, the Trustee
      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
      Master Servicer as such hereunder. The Depositor, 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 Master
      Servicer under this Agreement, the Trustee shall act in such capacity as
      hereinabove provided.

     

    (b)  In
      connection with the termination or resignation of the Master Servicer hereunder,
      either (i) the successor servicer, including the Trustee, if the Trustee is
      acting as successor Master 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 Master Servicer shall cooperate with the successor Master Servicer
      in causing MERS to revise its records to reflect the transfer of servicing
      to
      the successor Master Servicer as necessary under MERS’ rules and regulations, or
      (ii) the predecessor Master Servicer shall cooperate with the successor Master
      Servicer in causing MERS to execute and deliver an assignment of Mortgage in
      recordable form to transfer the Mortgage from MERS to the Trustee 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 Master Servicer. The
      predecessor Master Servicer shall file or cause to be filed any such assignment
      in the appropriate recording office. The predecessor Master 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.

            


    

     

    (a)  Upon
      any
      termination of the Master Servicer pursuant to Section 7.01 above or any
      appointment of a successor to the Master Servicer pursuant to Section 7.02
      above, the Trustee shall give prompt written notice thereof to
      Certificateholders at their respective addresses appearing in the Certificate
      Register.

     

    (b)  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 Master
      Servicer Event of Default or five days after a Responsible Officer of the
      Trustee becomes aware of the occurrence of such an event, the Trustee shall
      transmit by mail to all Holders of Certificates notice of each such occurrence,
      unless such default or Master Servicer Event of Default shall have been cured
      or
      waived.

     

    
      	
              SECTION
                7.04  

            	
              Waiver
                of Master 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 Master
      Servicer Event of Default hereunder may waive such default or Master Servicer
      Event of Default; provided, however, that a default or Master 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
      Master Servicer Event of Default, such default or Master 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 Master Servicer Event of Default or impair any right consequent
      thereon except to the extent expressly so waived.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VIII


     

    CONCERNING
      THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
      REGISTRAR AND THE AUTHENTICATING AGENT

     

    
      	
              SECTION
                8.01  

            	
              Duties
                of Trustee, Trust Administrator and
                Others.

            


    

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing of all Master Servicer Events of Default which may have occurred,
      and
      each of the Trust Administrator, the Paying Agent, the Certificate Registrar
      and
      the Authenticating Agent, at all times, undertakes to perform such duties and
      only such duties as are specifically set forth in this Agreement. During a
      Master Servicer Event of Default, the Trustee 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, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent enumerated in this Agreement shall not
      be
      construed as a duty.

     

    Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent, 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 none of the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent 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, the
      Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent from liability for its own negligent action, its own negligent failure
      to
      act or its own misconduct; provided, however, that:

     

    (i)  With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default, and after the curing of all such Master Servicer Events of Default
      which may have occurred, and with respect to the Trust Administrator, the Paying
      Agent, the Certificate Registrar and the Authenticating Agent, at all times,
      the
      duties and obligations of each of the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar and the Authenticating Agent, shall
      be
      determined solely by the express provisions of this Agreement, none of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent and, in the absence of bad faith on the part of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent, as the case may be, that
      conform to the requirements of this Agreement;

     

    (ii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent 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)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent 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)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default unless a Responsible Officer of the Trustee 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 may conclusively assume there is no default.

     

    None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, 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 the Paying Agent’s, the Certificate
      Registrar’s or the Authenticating Agent’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, none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Master Servicer under this Agreement, except
      during such time, if any, as the Trustee shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Master Servicer
      in
      accordance with the terms of this Agreement.

     

    
      	
              SECTION
                8.02  

            	
              Certain
                Matters Affecting the Trustee, the Trust Administrator and
                Others.

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent and any director, officer, employee
      or
      agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent 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)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, 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, the Trust Administrator, the Paying Agent,
      the Certificate Registrar or the Authenticating Agent to perform any
      discretionary act enumerated in this Agreement shall not be construed as a
      duty,
      and none of the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent 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 Trustee of the obligation,
      upon the occurrence of a Master 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)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent 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)  With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default hereunder, and after the curing of all Master Servicer Events of Default
      which may have occurred, and with respect to the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent, at all times,
      none
      of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent 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, the Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent, 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, not reasonably assured to the Trustee,
      the Trust Administrator, the Paying Agent, the Certificate Registrar or the
      Authenticating Agent, as applicable, by such Certificateholders, the Trustee,
      the Trust Administrator, the Paying Agent, the Certificate Registrar or the
      Authenticating Agent, 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, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and none of the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent shall be
      responsible for any misconduct or negligence on the part of any agent or
      attorney appointed with due care;

     

    (vii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any loss
      resulting from the investment of funds held in the Collection Account at the
      direction of the Master Servicer pursuant to Section 3.12; and

     

    (viii)  Any
      request or direction of the Depositor, the Master Servicer or the
      Certificateholders mentioned herein shall be sufficiently evidenced in
      writing.

     

    (b)  All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent, 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, the Trust Administrator, the Paying Agent,
      the Certificate Registrar or the Authenticating Agent 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  

            	
              Trustee,
                Trust Administrator and Others not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the signatures
      of
      the Trustee, the Trust Administrator and Citibank hereto, the signature of
      the
      Paying Agent and the authentication of the Authenticating Agent on the
      Certificates, the acknowledgments of the Trustee and the Trust Administrator
      contained in Article II and the representations and warranties of the Trustee,
      the Trust Administrator and Citibank in Section 8.12) shall be taken as the
      statements of the Depositor and none of the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes
      any responsibility for their correctness. None of the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent 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 Paying Agent and
      authentication of the Authenticating Agent on the Certificates) or of any
      Mortgage Loan or related document or of MERS or the MERS System. None of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent 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 Master
      Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
      the
      Collection Account by the Master Servicer.

     

    
      	
              SECTION
                8.04  

            	
              Trustee,
                Trust Administrator and Others May Own
                Certificates.

            


    

     

    Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent 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, the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent, as
      applicable.

     

    
      	
              SECTION
                8.05  

            	
              Trustee’s,
                Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
                Registrar’s and Custodian’s Fees and
                Expenses.

            


    

     

    (a)  The
      compensation to be paid to the Trustee, the Trust Administrator, the Paying
      Agent, the Authenticating Agent and the Certificate Registrar in respect of
      each
      of its obligations under this Agreement or of the Custodian’s obligations under
      the Custodial Agreement will be the amounts paid by the Master Servicer from
      its
      own funds or from a portion of the compensation paid to the Master Servicer
      hereunder pursuant to letter agreements between the Master Servicer and the
      Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent,
      the Certificate Registrar and the Custodian (which compensation shall not be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust) and no such compensation shall be paid from the assets of the
      Trust. Each of the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar, the Authenticating Agent, 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, the Paying Agent, the Certificate Registrar, the
      Authenticating Agent 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 the Paying Agent’s, the
      Certificate Registrar’s, the Authenticating Agent’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, the Paying Agent, the
      Certificate Registrar, the Authenticating Agent 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 Master Servicer’s (and
      in the case of the Trustee, the Trust Administrator’s or the Paying Agent’s; in
      the case of the Trust Administrator, the Trustee’s or the Paying Agent’s; or in
      the case of the Paying Agent, the Trustee’s or the Trust Administrator’s)
      obligations in connection with this Agreement and the Mortgage Loans, (ii)
      that
      constitutes a specific liability of the Trustee, the Trust Administrator or
      the
      Paying Agent, 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, the
      Trust Administrator’s or the Paying Agent’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 Paying Agent, the Certificate Registrar or the
      Authenticating Agent, 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 Paying Agent, the Certificate Registrar,
      the Authenticating Agent, 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 Paying Agent for payment to the applicable indemnified Person
      from the Distribution Account at any time.

     

    (b)  The
      Master Servicer agrees to indemnify the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Custodian from, and hold each harmless against, any loss, liability or expense
      resulting from a breach of the Master 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, the Paying Agent, the Certificate Registrar, the Authenticating
      Agent or the Custodian, as the case may be. Any payment hereunder made by the
      Master Servicer to the Trustee, the Trust Administrator, the Paying Agent,
      the
      Certificate Registrar, the Authenticating Agent or the Custodian shall be from
      the Master 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 Master 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 the Trust Administrator resigns or is 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 Trustee or Trust Administrator, as applicable,
      and
      the Master 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 the Trust Administrator
      resigns or is 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 Trustee or the Trust Administrator,
      as
      applicable, and the Master 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 Master 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.

     

    
      	
              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.

     

    Any
      Person appointed as successor trustee pursuant to this Section 8.08 shall also
      be required to serve as successor grantor trust trustee hereunder and under
      the
      Swap Agreement.

    


    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
      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.

     

    
      	
              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, REMIC II-A or
      REMIC III-A or property securing the same may at the time be located, the Master
      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, REMIC
      II-A
      or REMIC III-A, and to vest in such Person or Persons, in such capacity, such
      title to REMIC I, REMIC II-A or REMIC III-A, or any part thereof, and, subject
      to the other provisions of this Section 8.10, such powers, duties, obligations,
      rights and trusts as the Master Servicer and the Trustee may consider necessary
      or desirable. If the Master 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
      Master 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 Master 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, REMIC II-A
      or
      REMIC III-A 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 or the Paying Agent on its behalf 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 Certificate Registrar, the Paying
      Agent
      or the Trust Administrator in respect of the Certificates and this Agreement
      may
      be served.

     

    
      	
              SECTION
                8.13  

            	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee, the Trust Administrator and Citibank hereby represents and warrants
      to the Master Servicer, the Depositor and the Trustee, the Trust Administrator
      and Citibank, as applicable, as of the Closing Date, that:

     

    (i)  It
      is
      duly organized, validly existing and in good standing under the laws of the
      State of New York, in the case of the Trust Administrator, and the laws of
      the
      United States, in the case of the Trustee and Citibank.

     

    (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  

            	
              Appointment
                and Removal of Paying Agent, Authenticating Agent and Certificate
                Registrar.

            


    

     

    (a)  The
      Trust
      Administrator hereby appoints Citibank as Paying Agent and Citibank hereby
      accepts such appointment. The Paying Agent shall hold all amounts deposited
      with
      it by the Trust Administrator or the Master Servicer for payment on the
      Certificates in trust for the benefit of the Certificateholders until the
      amounts are paid to the Certificateholders or otherwise disposed of in
      accordance with this Agreement.

     

    Any
      corporation or national banking association into which the Paying Agent may
      be
      merged in or converted or with which it may be consolidated, or any corporation
      or national banking association resulting from any merger, conversion or
      consolidation to which such Paying Agent shall be a party, or any corporation
      or
      national banking association succeeding to the corporate agency or corporate
      trust business of the Paying Agent, shall continue to be the Paying Agent,
      provided such corporation or national banking association shall be otherwise
      eligible under this section 8.14(a), without the execution or filing of any
      paper or any further act on the part of the Trustee, the Trust Administrator
      or
      the Paying Agent.

     

    The
      Paying Agent may resign at any time by giving written notice thereof to the
      Trustee and the Trust Administrator. The Trust Administrator may at any time
      terminate the Paying Agent by giving written notice thereof to the Paying Agent
      and to the Trustee. Upon receiving such a notice of resignation or upon such
      a
      termination, or in case at any time such Paying Agent shall cease to be eligible
      in accordance with the provisions of this section 8.14(a), the Trust
      Administrator shall appoint a successor and shall mail written notice of such
      appointment by first-class mail, postage prepaid to all Certificateholders
      as
      their names and addresses appear in the Certificate Register and to the Rating
      Agencies. Following the termination or resignation of the Paying Agent and
      prior
      to the appointment of a successor Paying Agent, the Trust Administrator shall
      act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of
      its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as the
      Paying Agent herein. No successor Paying Agent shall be appointed unless
      eligible under the provisions of this section 8.14(a).

     

    The
      Paying Agent and any successor Paying Agent (i) may not be an Originator, the
      Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
      unless the Paying Agent is an institutional trust department, (ii) must be
      authorized to exercise corporate trust powers under the laws of its jurisdiction
      of organization, and (iii) must at all times be rated at least “A1” by S&P
      if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating
      agency.

     

    The
      Trust
      Administrator shall pay to the Paying Agent from its own funds reasonable
      compensation for its services hereunder, and such expense of the Trust
      Administrator shall not be payable from the Trust Fund and shall not be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (b)  The
      Trust
      Administrator hereby appoints Citibank as  Authenticating Agent and
      Citibank hereby accepts such appointment. The Authenticating Agent shall be
      authorized to authenticate the Certificates, and Certificates so authenticated
      shall be entitled to the benefit of this Agreement.

     

    The
      Authenticating Agent shall at all times remain a corporation or national banking
      association organized and doing business under the laws of the United States
      of
      America, any state thereof or the District of Columbia, authorized under such
      laws to act as Authenticating Agent, having a combined capital and surplus
      of
      not less than $15,000,000, authorized under such laws to conduct a trust
      business and subject to supervision or examination by federal or state
      authority. If the Authenticating Agent publishes reports of condition at least
      annually, pursuant to law or to the requirements of said supervising or
      examining authority, then for the purposes of this section 8.14(b), the combined
      capital and surplus of the Authenticating Agent shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this section 8.14(b), such Authenticating
      Agent shall resign immediately in the manner and with the effect specified
      in
      this section 8.14(b).

     

    Any
      corporation or national banking association into which the Authenticating Agent
      may be merged in or converted or with which it may be consolidated, or any
      corporation or national banking association resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation or national banking association succeeding to the corporate
      agency or corporate trust business of the Authenticating Agent, shall continue
      to be the Authenticating Agent, provided such corporation or national banking
      association shall be otherwise eligible under this section 8.14(b), without
      the
      execution or filing of any paper or any further act on the part of the Trustee,
      the Trust Administrator or the Authenticating Agent.

     

    The
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and the Trust Administrator. The Trust Administrator may at any
      time
      terminate the Authenticating Agent by giving written notice thereof to the
      Authenticating Agent and to the Trustee. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this section 8.14(b), the Trust Administrator shall appoint a
      successor and shall mail written notice of such appointment by first-class
      mail,
      postage prepaid to all Certificateholders as their names and addresses appear
      in
      the Certificate Register. Following the termination or resignation of the
      Authenticating Agent and prior to the appointment of a successor Authenticating
      Agent, the Trust Administrator shall act as Authenticating Agent hereunder.
      Any
      successor Authenticating Agent upon acceptance of its appointment hereunder
      shall become vested with all the rights, powers and duties of its predecessor
      hereunder, with like effect as if originally named as the Authenticating Agent
      herein. No successor Authenticating Agent shall be appointed unless eligible
      under the provisions of this section 8.14(b).

     

    The
      Trust
      Administrator shall pay to the Authenticating Agent from its own funds
      reasonable compensation for its services hereunder, and such expense of the
      Trust Administrator shall not be payable from the Trust Fund and shall not
      be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (c)  The
      Trust
      Administrator hereby appoints Citibank as Certificate Registrar and Citibank
      hereby accepts such appointment.

     

    Any
      corporation or national banking association into which the Certificate Registrar
      may be merged in or converted or with which it may be consolidated, or any
      corporation or national banking association resulting from any merger,
      conversion or consolidation to which such Certificate Registrar shall be a
      party, or any corporation or national banking association succeeding to the
      corporate agency or corporate trust business of the Certificate Registrar,
      shall
      continue to be the Certificate Registrar, provided such corporation or national
      banking association shall be otherwise eligible under this section 8.14(c),
      without the execution or filing of any paper or any further act on the part
      of
      the Trustee, the Trust Administrator or the Certificate Registrar.

     

    The
      Certificate Registrar may resign at any time by giving written notice thereof
      to
      the Trustee and the Trust Administrator. The Trust Administrator may at any
      time
      terminate the Certificate Registrar by giving written notice thereof to the
      Certificate Registrar and to the Trustee.

     

    Upon
      receiving such a notice of resignation or upon such a termination, or in case
      at
      any time such Certificate Registrar shall cease to be eligible in accordance
      with the provisions of this section 8.14(c), the Trust Administrator shall
      appoint a successor and shall mail written notice of such appointment by
      first-class mail, postage prepaid to all Certificateholders as their names
      and
      addresses appear in the Certificate Register. Following the termination or
      resignation of the Certificate Registrar and prior to the appointment of a
      successor Certificate Registrar, the Trust Administrator shall act as
      Certificate Registrar hereunder. Any successor Certificate Registrar upon
      acceptance of its appointment hereunder shall become vested with all the rights,
      powers and duties of its predecessor hereunder, with like effect as if
      originally named as the Certificate Registrar herein. No successor Certificate
      Registrar shall be appointed unless eligible under the provisions of this
      section 8.14(c).

     

    The
      Trust
      Administrator shall pay to the Certificate Registrar from its own funds
      reasonable compensation for its services hereunder, and such expense of the
      Trust Administrator shall not be payable from the Trust Fund and shall not
      be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (d)  Notwithstanding
      anything to the contrary herein, in no event shall the Trustee 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, 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
                8.15  

            	
              No
                Trustee Liability for Actions or Inactions of
                Custodian.

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee 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, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      IX


     

    TERMINATION

     

    
      	
              SECTION
                9.01  

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 1 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 1 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      1 Certificates 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 applicable Terminator of all Group 1 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
      Group 1 Mortgage Loan or related REO Property remaining in REMIC I. The purchase
      by the applicable Terminator of all Group 1 Mortgage Loans and each related
      REO
      Property remaining in REMIC I shall be at a price (the “Group 1 Termination
      Price”) equal to the Purchase Price of the Group 1 Mortgage Loans included in
      REMIC I, plus the appraised value of each related REO Property, if any, included
      in REMIC I, such appraisal to be conducted by an appraiser mutually agreed
      upon
      by the Master Servicer and the Trustee in their reasonable discretion (as
      determined by the Master Servicer, with the consent of the Trustee, 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 Holders of the Group 1
      Certificates pursuant to Section 9.01(e)).

     

    (b)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 2 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 2 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      2 Certificates 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 applicable Terminator of all Group 2 Mortgage
      Loans and each related REO Property remaining in REMIC II-A and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The
      purchase by the applicable Terminator of all Group 2 Mortgage Loans and each
      related REO Property remaining in REMIC II-A shall be at a price (the “Group 2
      Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans
      included in REMIC II-A, plus the appraised value of each related REO Property,
      if any, included in REMIC II-A, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion (as determined by the Master Servicer, with the consent of the
      Trustee, 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 Holders
      of
      the Group 2 Certificates pursuant to Section 9.01(e)).

     

    (c)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 3 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 3 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      3 Certificates 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 applicable Terminator of all Group 3 Mortgage
      Loans and each related REO Property remaining in REMIC III-A and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Group 3 Mortgage Loan or related REO Property remaining in REMIC III-A. The
      purchase by the applicable Terminator of all Group 3 Mortgage Loans and each
      related REO Property remaining in REMIC III-A shall be at a price (the “Group 3
      Termination Price”) equal to the Purchase Price of the Group 3 Mortgage Loans
      included in REMIC III-A, plus the appraised value of each related REO Property,
      if any, included in REMIC III-A, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion (as determined by the Master Servicer, with the consent of the
      Trustee, 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 Holders
      of
      the Group 3 Certificates pursuant to Section 9.01(e)).

     

    (d)  The
      related Terminator shall have the right to purchase all of the Group 1 Mortgage
      Loans and each REO Property remaining in REMIC I,  all of the Group 2
      Mortgage Loans and each REO Property remaining in REMIC II-A and/or all of
      the
      Group 3 Mortgage Loans and each REO Property remaining in REMIC III-A pursuant
      to Section 9.01(a)(i), Section 9.01(b)(i) or Section 9.01(c)(i), as applicable,
      no later than the Determination Date in the month immediately preceding the
      Distribution Date on which the Group 1 Certificates, the Group 2 Certificates
      or
      the Group 3 Certificates, as applicable, will be retired; provided, however,
      that the related Terminator, as provided above, may elect to purchase (i) all
      of
      the Group 1 Mortgage Loans and each REO Property remaining in REMIC I pursuant
      to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the
      Group 1 Mortgage Loans and each REO Property remaining in REMIC I at the time
      of
      such election is reduced to less than 10% of the aggregate Stated Principal
      Balance of the Group 1 Mortgage Loans at the Cut-off Date, (ii) all of the
      Group
      2 Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to
      Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group
      2
      Mortgage Loans and each REO Property remaining in REMIC II-A at the time of
      such
      election is reduced to less than 10% of the aggregate Stated Principal Balance
      of the Group 2 Mortgage Loans at the Cut-off Date and (iii) all of the Group
      3
      Mortgage Loans and each REO Property remaining in REMIC III-A pursuant to
      Section 9.01(c)(i) only if the aggregate Stated Principal Balance of the Group
      3
      Mortgage Loans and each REO Property remaining in REMIC III-A at the time of
      such election is reduced to less than 10% of the aggregate Stated Principal
      Balance of the Group 3 Mortgage Loans at the Cut-off Date. For federal income
      tax purposes, the purchase by the related Terminator of the Mortgage Loans
      and
      the REO Properties underlying the Certificates is intended to facilitate a
      redemption of such Certificates pursuant to a “cleanup call” within the meaning
      of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing,
      the
      applicable Terminator shall have the right to transfer, sell or assign its
      rights to purchase the Mortgage Loans and each REO Property remaining in REMIC
      I, REMIC II-A or REMIC III-A.

     

    (e)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Paying Agent
      by letter to the related Certificateholders (with a copy to the Trustee and
      the
      Trust Administrator mailed (a) in the event such notice is given in connection
      with the purchase of any the Group 1 Mortgage Loans, the Group 2 Mortgage Loans
      or the Group 3 Mortgage Loans and each related REO Property remaining in REMIC
      I, REMIC II-A or REMIC III-A, as applicable, by the related 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 R REMIC I, REMIC II-A or REMIC III-A, as applicable, will
      terminate and final payment of the Group 1 Certificates, Group 2 Certificates
      or
      the Group 3 Certificates, as applicable, will be made upon presentation and
      surrender of the Certificates at the office of the Certificate Registrar 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 Certificate Registrar. In the event such notice is given in
      connection with the purchase of all of the Group 1 Mortgage Loans, Group 2
      Mortgage Loans or the Group 3 Mortgage Loans and each related REO Property
      remaining in REMIC I, REMIC II-A or REMIC III-A, as applicable, by the related
      Terminator, the related Terminator shall deliver to the Paying Agent for deposit
      in the Distribution Account (with notice to the Trustee and the Trust
      Administrator) not later than the last Business Day of the month next preceding
      the month in which such distribution will be made an amount in immediately
      available funds equal to the Group 1 Termination Price, Group 2 Termination
      Price or the Group 3 Termination Price, as applicable. Upon certification to
      the
      Trustee by a Servicing Officer of the making of such final deposit, the Trustee
      shall promptly release or cause to be released to the related Terminator the
      Mortgage Files for the remaining Group 1 Mortgage Loans, Group 2 Mortgage Loans
      or Group 3 Mortgage Loans, as applicable, and the Trustee shall execute all
      assignments, endorsements and other instruments delivered to it which are
      necessary to effectuate such transfer.

     

    (f)  Upon
      receipt of notice by the Paying Agent of the presentation of the Certificates
      by
      the Certificateholders on the related final Distribution Date to the Certificate
      Registrar, the Paying Agent 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 Paying Agent 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 Paying Agent 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 Paying Agent 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 Paying Agent 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 Paying Agent 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
      Group 1 Certificates, Group 2 Certificates and the Group 3 Certificates, the
      Trust Fund shall terminate. In no event shall the trust created hereby continue
      beyond the earlier of (a) the Latest Possible Maturity Date and (b) 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.

     

    
      	
              SECTION
                9.02  

            	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the related Terminator purchases all the Group 1 Mortgage Loans
      and
      each related REO Property, Group 2 Mortgage Loans and each related REO Property
      or all the Group 3 Mortgage Loans and each related REO Property, REMIC I (in
      the
      case of a purchase of all the Group 1 Mortgage Loans and each related REO
      Property), REMIC II-A (in the case of a purchase of all the Group 2 Mortgage
      Loans and each related REO Property) or REMIC III-A (in the case of a purchase
      of all the Group 3 Mortgage Loans and each related REO Property) 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 Group 1 Mortgage Loan or related REO Property remaining in REMIC
      I,  the last Group 2 Mortgage Loan or related REO Property remaining
      in REMIC II-A or the last Group 3 Mortgage Loan or related REO Property
      remaining in REMIC III-A, 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 REMIC I’s, REMIC II-A’s, REMIC II-B’S, REMIC II-C’s, REMIC
      III-A’s, REMIC III-B’s or REMIC III-C’s, as applicable, 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 Master 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 on behalf of the
      Trustee shall sell all of the assets of REMIC I, REMIC II-A or REMIC III-A,
      as
      applicable, to the related Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Paying
      Agent shall distribute or credit, or cause to be distributed or credited, to
      the
      Holders of the Class 1R Certificates all cash on hand in REMIC I, to the Holders
      of the Class 2R Certificates all cash on hand in REMIC II-A and to the Holders
      of the Class 3R Certificates all cash on hand in REMIC III-A (in each case
      other
      than cash retained to meet claims), and any of REMIC I, REMIC II-A or REMIC
      III-A, as applicable, shall terminate at that time.

     

    (b)  At
      the
      expense of the related Terminator (or in the event of termination under Section
      9.01(a)(ii), Section 9.01(b)(ii) or Section 9.01(c)(ii), at the expense of
      the
      Trust Administrator), the Trust Administrator shall prepare or cause to be
      prepared the documentation required in connection with the adoption of a plan
      of
      liquidation of each REMIC, as applicable, pursuant to this Section
      9.02.

     

    (c)  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,
      as
      applicable, which authorization shall be binding upon all successor
      Certificateholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      X


     

    REMIC
      PROVISIONS

     

    
      	
              SECTION
                10.01  

            	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trustee 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.

     

    (i)  For
      the
      purposes of the REMIC election in respect of REMIC I, the Group 1 Certificates
      (other than the Class 1R Certificates) shall be designated as the Regular
      Interests in REMIC I.  Neither the Trustee nor the Trust Administrator
      shall permit the creation of any “interests” other than the Group 1
      Certificates.

     

    (ii)  For
      the
      purposes of the REMIC election in respect of REMIC II-A, the REMIC II-A Regular
      Interests shall be designated as the Regular Interests in REMIC II-A and the
      Class R-IIA Residual Interest shall be designated as the Residual Interests
      in
      REMIC II-A.  For the purposes of the REMIC election in respect of
      REMIC II-B, the REMIC II-B Regular Interests shall be designated as the Regular
      Interests in REMIC II-B and the Class R-IIB Residual Interest shall be
      designated as the Residual Interests in REMIC II-B.  For the purposes
      of the REMIC election in respect of REMIC II-C, the Group 2 Certificates (other
      than the Class 2R Certificates) shall be designated as the Regular Interests
      in
      REMIC II-C and the Class R-IIC Residual Interest shall be designated as the
      Residual Interest in REMIC II-C.  Neither the Trustee nor the Trust
      Administrator shall permit the creation of any “interests” in REMIC II-A, REMIC
      II-B or REMIC II-C (within the meaning of Section 860G of the Code) other than
      the REMIC II-A Regular Interests, REMIC II-B Regular Interests and the Group
      2
      Certificates.

     

    (iii)  For
      the
      purposes of the REMIC election in respect of REMIC III-A, the REMIC III-A
      Regular Interests shall be designated as the Regular Interests in REMIC III-A
      and the Class R-IIIA Residual Interest shall be designated as the Residual
      Interests in REMIC III-A.  For the purposes of the REMIC election in
      respect of REMIC III-B, the REMIC III-B Regular Interests shall be designated
      as
      the Regular Interests in REMIC III-B and the Class R-IIIB Residual Interest
      shall be designated as the Residual Interests in REMIC III-B.  For the
      purposes of the REMIC election in respect of REMIC III-C, the Group 3
      Certificates (other than the Class 3R Certificates) shall be designated as
      the
      Regular Interests in REMIC III-C and the Class R-IIIC Residual Interest shall
      be
      designated as the Residual Interest in REMIC III-C.  Neither the
      Trustee nor the Trust Administrator shall permit the creation of any “interests”
in REMIC III-A, REMIC III-B or REMIC III-C (within the meaning of Section 860G
      of the Code) other than the REMIC III-A Regular Interests, REMIC III-B Regular
      Interests and the Group 3 Certificates.

     

    The
      Trustee 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.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of Section 860G(a)(9) of the Code.

     

    (c)  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 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.

     

    (d)  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 Master 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.

     

    (e)  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 Master
      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.

     

    (f)  The
      Master Servicer, the Trustee and the Trust Administrator shall take such action
      and shall cause any 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
      Master Servicer, the Trustee and the Trust Administrator shall not take any
      action, 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 any 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 and the Trust Administrator have 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
      Trust Administrator or the Trustee) 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 Master 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. In addition, prior to taking any action with respect to any Trust
      REMIC or its assets, or causing any Trust REMIC to take any action, which is
      not
      contemplated under the terms of this Agreement, the Master Servicer will 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 Master 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. 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 Trust Administrator, the Trustee
      or
      the Master Servicer will ensure that substantially all of the assets of any
      Trust REMIC 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.

     

    (g)  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 Master Servicer pursuant
      to Section 10.03 hereof, if such tax arises out of or results from a breach
      by
      the Master Servicer of any of its obligations under Article III or this Article
      X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Paying Agent of any of its obligations
      under this Article X, or otherwise (v) against amounts on deposit in the
      Distribution Account and shall be paid by withdrawal therefrom.

     

    (h)  [Reserved].

     

    (i)  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.

     

    (j)  Following
      the Startup Day, the Master 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.

     

    (k)  None
      of
      the Trustee, the Trust Administrator or the Master 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 Master Servicer, the Trust Administrator, the Paying Agent
      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  

            	
              Master
                Servicer and Trust Administrator
                Indemnification.

            


    

     

    (a)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
      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 Master Servicer or the Trustee as a result of a breach of the
      Trust Administrator’s covenants set forth in this Article X.

     

    (b)  The
      Master 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 Master Servicer’s covenants set forth in Article III or this
      Article X.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI


     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              SECTION
                11.01  

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee and without the consent of the Certificateholders (i) to cure
      any mistake, including without limitation conforming this Agreement to the
      final
      version of the prospectus or memorandum or circular 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 either (a) an Opinion of Counsel delivered to the
      Trustee concluding that the amendment will not affect adversely in any material
      respect 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 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
      (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
      shall be deemed to adversely affect in any material respect the interests of
      any
      Certificateholder.  No amendment shall be deemed to adversely affect
      in any material respect the interests of any Certificateholder who shall have
      consented thereto, and no Opinion of Counsel or Rating Agency confirmation
      shall
      be required to address the effect of any such amendment on any such consenting
      Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
      Authenticating Agent 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
      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
      Master Servicer or any Affiliate thereof shall be entitled to Voting Rights
      with
      respect to matters affecting such Certificates.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trust Administrator shall not
      consent to any amendment to this Agreement unless it shall have first received
      an Opinion of Counsel to the effect that (i) 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 and (ii) such amendment will not cause the Grantor
      Trust to fail to qualify as a Grantor Trust at any time the Group 3 Floating
      Rate Certificates are outstanding.

     

    Prior
      to
      executing any amendment pursuant to this Section, 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.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall furnish
      a copy of such amendment to each Certificateholder.

     

    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, the Paying Agent, the Certificate Registrar,
      the Authenticating Agent 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.

     

    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 amount or priority of
      any
      payments to the Swap Provider pursuant to Section 4.12 of this Agreement or
      on
      the return to the Swap Provider pursuant to Section 4.11 of this Agreement
      of
      any collateral posted by the Swap Provider pursuant to the Swap Credit Support
      Annex (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, master servicer, securities administrator, trustee or other
      service provider) without the prior written consent of the Swap Provider, which
      consent shall not be unreasonably withheld, conditioned or delayed.

     

    Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its rights to receive any payments pursuant to Section 4.12 of this
      Agreement or the right of each Swap Provider to the return pursuant to Section
      4.11 of this Agreement of any collateral posted by the Swap Provider, and shall
      have the right to enforce such rights under this Agreement as if it were a
      party
      hereto.

     

    
      	
              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 Master 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 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 to institute such action, suit or proceeding
      in
      its own name as Trustee hereunder and shall have offered to the Trustee such
      indemnity satisfactory to it against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, 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 and the Trustee, 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 and the Trustee 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 Master Servicer, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
      Master Servicing Division - MC: N3B-355M, 4000 Regent Blvd., Irvine, TX 75063
      (Attention: Compliance Manager), facsimile no.: (469) 220-1573 (with a copy
      to,
      1000 Technology Drive, O’Fallon, MO 63368, Attention: Chief Legal Counsel
      (facsimile no.: (636) 261-6518)), or such other address or facsimile number
      as
      may hereafter be furnished to the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar, the Authenticating Agent and the Depositor
      in
      writing by the Master Servicer, (c) in the case of the Trust Administrator,
      1000
      Technology Drive, M.S. 337, O’Fallon, Missouri  63368, Attention:
      Mortgage Finance (telecopy number (636) 261-1394), or such other address or
      telecopy number as may hereafter be furnished to the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
      Agent and the Depositor in writing by the Master Servicer (d) in the case of
      the
      Paying Agent, the Authenticating Agent and the Certificate Registrar, 388
      Greenwich Street, 14th Floor,
      New York,
      New York 10013, Attention: Citibank Agency & Trust, CMLTI 2007-10,
      (telephone number (212) 816-5680), or such other address or telecopy number
      as
      may hereafter be furnished to the Master Servicer, the Depositor, the Trust
      Administrator and the Trustee in writing by the Paying Agent, the Certificate
      Registrar or the Authenticating Agent and (e) in the case of the Trustee, U.S.
      Bank National Association, One Federal Street, 3rd Floor,
      Boston,
      Massachusetts 02110, Attention: Corporate Trust Services  (telecopy
      number (617) 603-6638), or such other address or telecopy number as may
      hereafter be furnished to the Master Servicer, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Depositor in writing by the Trustee. 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 each of the Master Servicer and the Paying Agent 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, the Master
      Servicer or the Paying Agent, as applicable,  has actual
      knowledge:

     

    1.           Any
      material change or amendment to this Agreement, including but not limited to,
      any material change or amendment to Sections 3.01 or 3.07 concerning
      modifications;

     

    2.           The
      occurrence of any Master Servicer Event of Default that has not been cured
      or
      waived;

     

    3.           The
      resignation or termination of the Master Servicer, the Trust Administrator,
      the
      Paying Agent, the Certificate Registrar, the Authenticating Agent 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 Trustee, were it to succeed
      as
      Master Servicer, to make advances regarding delinquent Mortgage Loans;
      and

     

    8.           The
      filing of any claim under the Master 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
      Master Servicer shall promptly furnish to the Rating Agencies copies of the
      following:

     

    1.           Each
      Annual Statement of Compliance described in Section 3.20; and

     

    2.           Each
      Compliance Assessment and Attestation 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 10004; and to Fitch Ratings, One State Street Plaza, 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  

            	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.06 of this Agreement is to facilitate compliance by the
      Depositor with the provisions of Regulation AB promulgated by the Commission
      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 Commission 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.

     

    All
      percentages of Voting Rights referred to herein shall be deemed, with respect
      to
      matters affecting the related Collateral Pool and the related Certificates,
      to
      mean percentages of the Voting Rights with respect to such related
      Certificates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator,
      the Paying Agent, the Authenticating Agent, the Certificate Registrar 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 Bollo

              

            
	 	 	 	 	 	 	
              Name:

            	
              Matthew
                Bollo

            
	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              CITIMORTGAGE,
                INC.,

              as
                Master Servicer and Trust Administrator

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              
                 
                  /s/ Tommy Harris

              

            
	 	 	 	 	 	 	
              Name:

            	
              Tommy
                Harris

            
	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              CITIBANK,
                N.A.,

              as
                Paying Agent, Certificate Registrar and Authenticating
                Agent

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Jennifer McCourt

              

            
	 	 	 	 	 	 	
              Name:

            	
              Jennifer
                McCourt

            
	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Trustee

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Clare O’Brien

              

            
	 	 	 	 	 	 	
              Name:

            	
              Clare
                O’Brien

            
	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              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 an
      _____________________ 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 corporation, 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 CitiMortgage, 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 corporation, 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 an
      _____________________ 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 corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official 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 corporation, 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 1A1A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1A1A Certificates as of
                the
                Issue Date: $190,071,000.00

               

              Denomination:
                $190,071,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AA6

               

            


    

     

    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.

     

    MORTGAGE  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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1A1A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1A1A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1A1A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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 of 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 Mortgage 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 Trustee 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 1A1B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1A1B Certificates as of
                the
                Issue Date: $11,169,000.00

               

              Denomination:
                $11,169,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AB4

               

            


    

    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.

     

    MORTGAGE  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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1A1B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1A1B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1A1B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 1B1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1B1 Certificates as of
                the
                Issue Date: $2,378,000.00

               

              Denomination:
                $2,378,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AC2

               

            


    

     

    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.

     

    MORTGAGE
      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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1B1 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1B1 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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.

     

    Any
      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 in
      accordance with Section 5.02(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    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 of 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 Mortgage 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 Trustee 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 1B2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES AND THE CLASS
      1B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1B2 Certificates as of
                the
                Issue

               

              Date
                $1,241,000.00

               

              Denomination:
                $1,241,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AD0

               

            


    

     

    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.

     

    MORTGAGE  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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1B2 Certificates in the Trust Fund 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 Master Servicer, Trust Administrator,
      Citibank, N.A. 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 1B2 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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.

     

    Any
      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 in
      accordance with Section 5.02(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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 1B3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
      CERTIFICATES AND THE CLASS 1B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1B3 Certificates as of
                the
                Issue Date: $517,000.00

               

              Denomination:
                $517,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AE8

               

            


    

    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.

     

    MORTGAGE  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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1B3 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1B3 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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.

     

    Any
      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 in
      accordance with Section 5.02(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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 1B4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
      CERTIFICATES, THE CLASS 1B2 CERTIFICATES AND THE CLASS 1B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1B4 Certificates as of
                the
                Issue Date: $931,000.00

               

              Denomination:
                $931,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AF5

               

            


    

    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.

     

    MORTGAGE  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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1B4 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1B4 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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 1B5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
      CERTIFICATES, THE CLASS 1B2 CERTIFICATES, THE CLASS 1B3 CERTIFICATES AND THE
      CLASS 1B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1B5 Certificates as of
                the
                Issue Date: $310,000.00

               

              Denomination:
                $310,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AG3

               

            


    

    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.

     

    MORTGAGE
      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, 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 1B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1B5 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1B5 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    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 of 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 Mortgage 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 Trustee 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 1B6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1B1
      CERTIFICATES, THE CLASS 1B2 CERTIFICATES, THE CLASS 1B3 CERTIFICATES, THE CLASS
      1B4 CERTIFICATES AND THE CLASS 1B5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1B6 Certificates as of
                the
                Issue Date: $207,370.00

               

              Denomination:
                $207,370.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AH1

               

            


    

    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.


     

    MORTGAGE
      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,
      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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A. 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 1B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1B6 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 1B6 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 of 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 Mortgage 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 Trustee 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 1R 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 (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 POOLING AND SERVICING
      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 SECTION 4975 OF 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 TRUSTEE 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(c) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1R Certificates as of
                the Issue
                Date: $100.37

               

              Denomination:
                $100.37

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AJ7

               

            


    

    MORTGAGE
      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, 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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR, CITIBANK, N.A. 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 the
      Percentage Interest evidenced by this Certificate specified above in that
      certain beneficial ownership interest evidenced by all the Class 1R Certificates
      in the Trust Fund 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 Master Servicer, the Trust Administrator, Citibank,
      N.A. 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 1R 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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(c) 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 Certificate Registrar 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.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Certificate Registrar (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 1R Certificates have been designated as a residual interest in one or
      more
      REMICs, (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 1R 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 any REMIC to cease
      to
      qualify as a REMIC or cause the imposition of a tax upon any REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 2A1A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A1A Certificates as of
                the
                Issue Date: $5,162,000.00

               

              Denomination:
                5,162,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AK4

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A1A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A1A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A1A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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 22AA CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 22AA Certificates as of
                the
                Issue Date: $377,958,000.00

               

              Denomination:
                $377,958,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AL2

               

            


    

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 22AA Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      22AA Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 22AA 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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 of 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 Mortgage 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 Trustee 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 2A2A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable 

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A2A Certificates as of
                the
                Issue Date: 

               

              $100,000,000.00

               

              Denomination:
                $100,000,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AM0

            


    

    


     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A2A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A2A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 2A2B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A2B Certificates as of
                the
                Issue Date: $5,820,000.00

               

              Denomination:
                $5,820,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AN8

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A2B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A2B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A2B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 212B

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 212B Certificates as of
                the
                Issue Date: $24,180,000.00

               

              Denomination:
                $24,180,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AP3

               

            


    

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 212B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      212B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 212B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    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 of 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 Mortgage 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 Trustee 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 2A2IO CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 2A2IO Certificates as of the Issue Date:
                $100,000,000.00

               

              Denomination:
                $100,000,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AQ1

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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
      Notional Amount of the Class 2A2IO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 2A2IO
      Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A2IO 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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 2A3A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A3A Certificates as of
                the
                Issue Date: 

               

              $27,183,000.00

               

              Denomination:
                $27,183,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AR9

               

            


    

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A3A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A3A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 2A3B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A3B Certificates as of
                the
                Issue Date: $1,345,000.00

               

              Denomination:
                $1,345,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AS7

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A3B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A3B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A3B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 2A3IO CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 2A3IO Certificates as of the Issue Date:
                $27,183,000.00

               

              Denomination:
                $27,183,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AT5

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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
      Notional Amount of the Class 2A3IO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 2A3IO
      Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A3IO 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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 2A4A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A4A Certificates as of
                the
                Issue Date: $34,409,000.00

               

              Denomination:
                $34,409,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AU2

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A4A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A4A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A4A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-20

     

    FORM
      OF
      CLASS 2A4B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A4B Certificates as of
                the
                Issue Date: $1,703,000.00

               

              Denomination:
                $1,703,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AV0

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A4B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A4B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A4B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-21

     

    FORM
      OF
      CLASS 2A5A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A5A Certificates as of
                the
                Issue Date: $31,754,000.00

               

              Denomination:
                $31,754,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AW8

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A5A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A5A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A5A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-22

     

    FORM
      OF
      CLASS 2A5B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2A5B Certificates as of
                the
                Issue Date: $1,571,000.00

               

              Denomination:
                $1,571,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AX6

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2A5B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2A5B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2A5B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-23

     

    FORM
      OF
      CLASS 2B1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2B1 Certificates as of
                the
                Issue Date: $11,838,000.00

               

              Denomination:
                $11,838,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q AY4

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2B1 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2B1 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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.

     

    Any
      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 in
      accordance with Section 5.02(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-24

     

    FORM
      OF
      CLASS 2B2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES AND THE CLASS
      2B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2B2 Certificates as of
                the
                Issue Date:    $5,439,000.00

               

              Denomination:   $5,439,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q  AZ1

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2B2 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2B2 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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.

     

    Any
      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 in
      accordance with Section 5.02(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-25

     

    FORM
      OF
      CLASS 2B3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
      CERTIFICATES AND THE CLASS 2B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2B3 Certificates as of
                the
                Issue Date: $2,560,000.00

               

              Denomination:
                $2,560,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BA5

            


    

    


    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.

     

    MORTGAGE
      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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2B3 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2B3 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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.

     

    Any
      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 in
      accordance with Section 5.02(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    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 of 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 Mortgage 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 Trustee 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-26

     

    FORM
      OF
      CLASS 2B4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
      CERTIFICATES, THE CLASS 2B2 CERTIFICATES AND THE CLASS 2B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2B4 Certificates as of
                the
                Issue Date: $5,119,000.00

               

              Denomination:
                $5,119,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BB3

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2B4 Certificates in the Trust Fund 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 Master Servicer, Trust Administrator,
      Citibank, N.A. 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 2B4 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool as of the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-27

     

    FORM
      OF
      CLASS 2B5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
      CERTIFICATES, THE CLASS 2B2 CERTIFICATES, THE CLASS 2B3 CERTIFICATES AND THE
      CLASS 2B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2B5 Certificates as of
                the
                Issue Date: $1,599,000.00

               

              Denomination:
                $1,599,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BC1

            


    

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2B5 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2B5 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool as of the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 of 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 Mortgage 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 Trustee 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-28

     

     FORM
      OF CLASS 2B6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2B1
      CERTIFICATES, THE CLASS 2B2 CERTIFICATES, THE CLASS 2B3 CERTIFICATES, THE CLASS
      2B4 CERTIFICATES AND THE CLASS 2B5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2B6 Certificates as of
                the
                Issue Date: $2,240,392.00

               

              Denomination:
                $2,240,392.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BD9

            


    

     

     

    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.

     

    MORTGAGE  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,
      adjustable-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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 2B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2B6 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 2B6 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-29

     

    FORM
      OF
      CLASS 2R 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 (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 POOLING AND SERVICING
      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 SECTION 4975 OF 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 TRUSTEE 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(c) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

     

    


    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2R Certificates as of
                the Issue
                Date: $100.33

               

              Denomination:
                $100.33

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BE7

            


    

    


    MORTGAGE
      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, adjustable-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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR, CITIBANK, N.A. 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 the
      Percentage Interest evidenced by this Certificate specified above in that
      certain beneficial ownership interest evidenced by all the Class 2R Certificates
      in the Trust Fund 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 Master Servicer, the Trust Administrator, Citibank,
      N.A. 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 2R 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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(c) 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 Certificate Registrar 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.

    


    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Certificate Registrar (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 2R Certificates have been designated as a residual interest in one or
      more
      REMICs, (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 2R 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 any REMIC to cease
      to
      qualify as a REMIC or cause the imposition of a tax upon any REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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 of 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 Mortgage 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 Trustee 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-30

     

    FORM
      OF
      CLASS 31AA CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 REPRESENTS OWNERSHIP
      A OF
“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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
      THE POOLING AND SERVICING AGREEMENT.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

            	
              Aggregate
                Certificate Principal Balance of the Class 31AA Certificates as of
                the
                Issue Date: $25,000,000.00

               

              Denomination:
                $25,000,000.00

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BF4

               

            


    

    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.

     

    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a percentage interest in the distributions allocation to the Class 31AA
      Certificates with respect to the Grantor Trust consisting primarily of the
      Underlying Interests and the Swap Agreement.

     

    This
      Certificate is payable solely from the assets of the Grantor Trust, and does
      not
      represent an obligation of or interest in Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
      any
      of their affiliates.  None of this Certificate, the Underlying
      Interest and the Swap Agreement are guaranteed or insured by any governmental
      agency or instrumentality or by Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
      their affiliates.  None of the Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
      will
      have any obligation with respect to any certificate or other obligation secured
      by or payable from payments on the Certificates.

     

    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 31AA Certificates as of the Issue
      Date) in  certain distributions with respect to the Grantor Trust
      consisting primarily of the Underlying Interests and the Swap Agreement (the
      “Assets”).  The Grantor Trust was 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 Master Servicer, the
      Trust Administrator, Citibank, N.A. 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 and such
      Distribution Date is prior to the 58th Distribution Date, at the close of
      business on the Business Day immediately prior to such Distribution Date, but
      if
      this Certificate is no longer a Book-Entry Certificate or such Distribution
      Date
      is after the 58th Distribution Date, then to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month preceding such Distribution Date (the “Record Date”), from
      the Swap Account held by the Grantor Trust in an amount equal to the product
      of
      the Percentage Interest evidenced by this Certificate and the amount of interest
      and principal, if any, required to be distributed to Holders of Class 31AA
      Certificates on such Distribution Date.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    Prior
      to
      the termination of the Swap Agreement, any transferee of this Certificate shall
      be deemed to have made the representations in Section 5.02 of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund issuing the Underlying
      Interests shall terminate upon payment to the Certificateholders of all amounts
      held by the Trustee 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 Trust Fund and (ii) the purchase by the party designated in
      the
      Agreement at a price determined as provided  in the Agreement from the
      Trust Fund 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 Trust Fund all the Mortgage
      Loans in the Collateral Pool relating to this Certificate and all property
      acquired in respect of any Mortgage Loan in such Collateral Pool at a price
      determined as provided in the Agreement. The exercise of such right will effect
      early retirement of the Certificates relating to such Collateral Pool; however,
      such right to purchase is subject to the aggregate Stated Principal Balance
      of
      the Mortgage Loans in such Collateral Pool at the time of purchase being less
      than 10% of the aggregate principal balance of the Mortgage Loans in such
      Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    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 of 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 Mortgage 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 Trustee 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-31

     

    FORM
      OF
      CLASS 3A1A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 REPRESENTS OWNERSHIP
      A OF
“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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
      THE POOLING AND SERVICING AGREEMENT.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A1A Certificates as of
                the
                Issue Date: $118,475,000.00

               

              Denomination:
                $118,475,000.00

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BG2

               

            


    

    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.

     

    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a percentage interest in the distributions allocation to the Class 3A1A
      Certificates with respect to the Grantor Trust consisting primarily of the
      Underlying Interests and the Swap Agreement.

     

    This
      Certificate is payable solely from the assets of the Grantor Trust, and does
      not
      represent an obligation of or interest in Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
      any
      of their affiliates.  None of this Certificate, the Underlying
      Interest and the Swap Agreement are guaranteed or insured by any governmental
      agency or instrumentality or by Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
      their affiliates.  None of the Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
      will
      have any obligation with respect to any certificate or other obligation secured
      by or payable from payments on the Certificates.

     

    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 3A1A Certificates as of the Issue
      Date) in  certain distributions with respect to the Grantor Trust
      consisting primarily of the Underlying Interests and the Swap Agreement (the
      “Assets”).  The Grantor Trust was 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 Master Servicer, the
      Trust Administrator, Citibank, N.A. 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 and such
      Distribution Date is prior to the 58th Distribution
      Date,
      at the close of business on the Business Day immediately prior to such
      Distribution Date, but if this Certificate is no longer a Book-Entry Certificate
      or such Distribution Date is after the 58th Distribution Date, then to the
      Person in whose name this Certificate is registered at the close of business
      on
      the last Business Day of the calendar month preceding such Distribution Date
      (the “Record Date”), from the Swap Account held by the Grantor Trust in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount of interest and principal, if any, required to be
      distributed to Holders of Class 3A1A Certificates on such Distribution
      Date.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    Prior
      to
      the termination of the Swap Agreement, any transferee of this Certificate shall
      be deemed to have made the representations in Section 5.02 of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund issuing the Underlying
      Interests shall terminate upon payment to the Certificateholders of all amounts
      held by the Trustee 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 Trust Fund and (ii) the purchase by the party designated in
      the
      Agreement at a price determined as provided  in the Agreement from the
      Trust Fund 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 Trust Fund all the Mortgage
      Loans in the Collateral Pool relating to this Certificate and all property
      acquired in respect of any Mortgage Loan in such Collateral Pool at a price
      determined as provided in the Agreement. The exercise of such right will effect
      early retirement of the Certificates relating to such Collateral Pool; however,
      such right to purchase is subject to the aggregate Stated Principal Balance
      of
      the Mortgage Loans in such Collateral Pool at the time of purchase being less
      than 10% of the aggregate principal balance of the Mortgage Loans in such
      Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-32

     

    FORM
      OF
      CLASS 3A1B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 REPRESENTS OWNERSHIP
      A OF
“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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
      THE POOLING AND SERVICING AGREEMENT.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A1B Certificates as of
                the
                Issue Date: $32,310,000.00

               

              Denomination:
                $32,310,000.00

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BH0

               

            


    

    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.

     

    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a percentage interest in the distributions allocation to the Class 3A1B
      Certificates with respect to the Grantor Trust consisting primarily of the
      Underlying Interests and the Swap Agreement.

     

    This
      Certificate is payable solely from the assets of the Grantor Trust, and does
      not
      represent an obligation of or interest in Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
      any
      of their affiliates.  None of this Certificate, the Underlying
      Interest and the Swap Agreement are guaranteed or insured by any governmental
      agency or instrumentality or by Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
      their affiliates.  None of the Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
      will
      have any obligation with respect to any certificate or other obligation secured
      by or payable from payments on the Certificates.

     

    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 3A1B Certificates as of the Issue
      Date) in  certain distributions with respect to the Grantor Trust
      consisting primarily of the Underlying Interests and the Swap Agreement (the
      “Assets”).  The Grantor Trust was 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 Master Servicer, the
      Trust Administrator, Citibank, N.A. 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 and such
      Distribution Date is prior to the 58th Distribution
      Date,
      at the close of business on the Business Day immediately prior to such
      Distribution Date, but if this Certificate is no longer a Book-Entry Certificate
      or such Distribution Date is after the 58th Distribution Date, then to the
      Person in whose name this Certificate is registered at the close of business
      on
      the last Business Day of the calendar month preceding such Distribution Date
      (the “Record Date”), from the Swap Account held by the Grantor Trust in an
      amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount of interest and principal, if any, required to be
      distributed to Holders of Class 3A1B Certificates on such Distribution
      Date.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    Prior
      to
      the termination of the Swap Agreement, any transferee of this Certificate shall
      be deemed to have made the representations in Section 5.02 of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund issuing the Underlying
      Interests shall terminate upon payment to the Certificateholders of all amounts
      held by the Trustee 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 Trust Fund and (ii) the purchase by the party designated in
      the
      Agreement at a price determined as provided  in the Agreement from the
      Trust Fund 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 Trust Fund all the Mortgage
      Loans in the Collateral Pool relating to this Certificate and all property
      acquired in respect of any Mortgage Loan in such Collateral Pool at a price
      determined as provided in the Agreement. The exercise of such right will effect
      early retirement of the Certificates relating to such Collateral Pool; however,
      such right to purchase is subject to the aggregate Stated Principal Balance
      of
      the Mortgage Loans in such Collateral Pool at the time of purchase being less
      than 10% of the aggregate principal balance of the Mortgage Loans in such
      Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    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 of 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 Mortgage 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 Trustee 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-33

     

    FORM
      OF
      CLASS 3A1C CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 REPRESENTS OWNERSHIP
      A OF
“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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
      THE POOLING AND SERVICING AGREEMENT.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A1C Certificates as of
                the
                Issue Date: $17,883,000.00

               

              Denomination:
                $17,883,000.00

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BJ6

               

            


    

    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.

     

    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a percentage interest in the distributions allocation to the Class 3A1C
      Certificates with respect to the Grantor Trust consisting primarily of the
      Underlying Interests and the Swap Agreement.

     

    This
      Certificate is payable solely from the assets of the Grantor Trust, and does
      not
      represent an obligation of or interest in Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
      any
      of their affiliates.  None of this Certificate, the Underlying
      Interest and the Swap Agreement are guaranteed or insured by any governmental
      agency or instrumentality or by Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
      their affiliates.  None of the Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
      will
      have any obligation with respect to any certificate or other obligation secured
      by or payable from payments on the Certificates.

     

    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 3A1C Certificates as of the Issue
      Date) in  certain distributions with respect to the Grantor Trust
      consisting primarily of the Underlying Interests and the Swap Agreement (the
      “Assets”).  The Grantor Trust was 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 Master Servicer, the
      Trust Administrator, Citibank, N.A. 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 and such
      Distribution Date is prior to the 58th Distribution Date, at the close of
      business on the Business Day immediately prior to such Distribution Date, but
      if
      this Certificate is no longer a Book-Entry Certificate or such Distribution
      Date
      is after the 58th Distribution Date, then to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month preceding such Distribution Date (the “Record Date”), from
      the Swap Account held by the Grantor Trust in an amount equal to the product
      of
      the Percentage Interest evidenced by this Certificate and the amount of interest
      and principal, if any, required to be distributed to Holders of Class 3A1C
      Certificates on such Distribution Date.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    Prior
      to
      the termination of the Swap Agreement, any transferee of this Certificate shall
      be deemed to have made the representations in Section 5.02 of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund issuing the Underlying
      Interests shall terminate upon payment to the Certificateholders of all amounts
      held by the Trustee 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 Trust Fund and (ii) the purchase by the party designated in
      the
      Agreement at a price determined as provided  in the Agreement from the
      Trust Fund 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 Trust Fund all the Mortgage
      Loans in the Collateral Pool relating to this Certificate and all property
      acquired in respect of any Mortgage Loan in such Collateral Pool at a price
      determined as provided in the Agreement. The exercise of such right will effect
      early retirement of the Certificates relating to such Collateral Pool; however,
      such right to purchase is subject to the aggregate Stated Principal Balance
      of
      the Mortgage Loans in such Collateral Pool at the time of purchase being less
      than 10% of the aggregate principal balance of the Mortgage Loans in such
      Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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 of 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 Mortgage 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 Trustee 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-34

     

    FORM
      OF
      CLASS 31AB CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 REPRESENTS OWNERSHIP
      A OF
“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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT, ANY TRANSFEREE OF THIS CERTIFICATE
      SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 5.02 OF
      THE POOLING AND SERVICING AGREEMENT.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

            	
              Aggregate
                Certificate Principal Balance of the Class 31AB Certificates as of
                the
                Issue Date: $26,837,000.00

               

              Denomination:
                $26,837,000.00

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BK3

               

            


    

    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.

     

    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a percentage interest in the distributions allocation to the Class 31AB
      Certificates with respect to the Grantor Trust consisting primarily of the
      Underlying Interests and the Swap Agreement.

     

    This
      Certificate is payable solely from the assets of the Grantor Trust, and does
      not
      represent an obligation of or interest in Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or
      any
      of their affiliates.  None of this Certificate, the Underlying
      Interest and the Swap Agreement are guaranteed or insured by any governmental
      agency or instrumentality or by Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., the Trustee or the Grantor Trustee or any of
      their affiliates.  None of the Depositor, the Master Servicer, the
      Trust Administrator, Citibank, N.A., the Trustee or any of their affiliates
      will
      have any obligation with respect to any certificate or other obligation secured
      by or payable from payments on the Certificates.

     

    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 31AB Certificates as of the Issue
      Date) in  certain distributions with respect to the Grantor Trust
      consisting primarily of the Underlying Interests and the Swap Agreement (the
      “Assets”).  The Grantor Trust was 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 Master Servicer, the
      Trust Administrator, Citibank, N.A. 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 and such
      Distribution Date is prior to the 58th Distribution Date, at the close of
      business on the Business Day immediately prior to such Distribution Date, but
      if
      this Certificate is no longer a Book-Entry Certificate or such Distribution
      Date
      is after the 58th Distribution Date, then to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month preceding such Distribution Date (the “Record Date”), from
      the Swap Account held by the Grantor Trust in an amount equal to the product
      of
      the Percentage Interest evidenced by this Certificate and the amount of interest
      and principal, if any, required to be distributed to Holders of Class 31AB
      Certificates on such Distribution Date.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    Prior
      to
      the termination of the Swap Agreement, any transferee of this Certificate shall
      be deemed to have made the representations in Section 5.02 of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund issuing the Underlying
      Interests shall terminate upon payment to the Certificateholders of all amounts
      held by the Trustee 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 Trust Fund and (ii) the purchase by the party designated in
      the
      Agreement at a price determined as provided  in the Agreement from the
      Trust Fund 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 Trust Fund all the Mortgage
      Loans in the Collateral Pool relating to this Certificate and all property
      acquired in respect of any Mortgage Loan in such Collateral Pool at a price
      determined as provided in the Agreement. The exercise of such right will effect
      early retirement of the Certificates relating to such Collateral Pool; however,
      such right to purchase is subject to the aggregate Stated Principal Balance
      of
      the Mortgage Loans in such Collateral Pool at the time of purchase being less
      than 10% of the aggregate principal balance of the Mortgage Loans in such
      Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    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 of 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 Mortgage 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 Trustee 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-35

     

    FORM
      OF
      CLASS 3A1IO CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 3A1IO Certificates as of the Issue Date:
                $220,505,000.00

               

              Denomination:
                $220,505,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BL1

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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
      Notional Amount of the Class 3A1IO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 3A1IO
      Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3A1IO 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-36

     

    FORM
      OF
      CLASS 3A2A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A2A Certificates as of
                the
                Issue Date: $8,744,000.00

               

              Denomination:
                $8,744,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BM9

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3A2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3A2A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3A2A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-37

     

    FORM
      OF
      CLASS 3A2B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A2B Certificates as of
                the
                Issue Date: $1,212,000.00

               

              Denomination:
                $1,212,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BN7

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3A2B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3A2B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3A2B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-38

     

    FORM
      OF
      CLASS 3A3A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A3A Certificates as of
                the
                Issue Date: $28,315,000.00

               

              Denomination:
                $28,315,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q
                BP2

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3A3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3A3A Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3A3A 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-39

     

    FORM
      OF
      CLASS 3A3B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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”).

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3A3B Certificates as of
                the
                Issue Date: $3,925,000.00

               

              Denomination:
                $3,925,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q
                BQ0

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3A3B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3A3B Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3A3B 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-10

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-40

     

     FORM
      OF CLASS 3B1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED
      TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3B1 Certificates as of
                the
                Issue Date: $18,712,000.00

               

              Denomination:
                $18,712,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BR8

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3B1 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3B1 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    Any
      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 in
      accordance with Section 5.02(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-41

     

     FORM
      OF CLASS 3B2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED
      TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES AND THE CLASS
      3B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3B2 Certificates as of
                the
                Issue Date: $3,242,000.00

               

              Denomination:
                $3,242,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BS6

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3B2 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3B2 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    Any
      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 in
      accordance with Section 5.02(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-42

     

     FORM
      OF CLASS 3B3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED
      TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
      CERTIFICATES AND THE CLASS 3B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3B3 Certificates as of
                the
                Issue Date: $1,768,000.00

               

              Denomination:
                $1,768,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BT 4

               

            


    

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3B3 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3B3 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    Any
      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 in
      accordance with Section 5.02(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-43

     

     FORM
      OF CLASS 3B4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
      CERTIFICATES, THE CLASS 3B2 CERTIFICATES AND THE CLASS 3B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3B4 Certificates as of
                the
                Issue Date: $2,504,000.00

               

              Denomination:
                $2,504,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q  BU1

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3B4 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3B4 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-44

     

     FORM
      OF CLASS 3B5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
      CERTIFICATES, THE CLASS 3B2 CERTIFICATES, THE CLASS 3B3 CERTIFICATES AND THE
      CLASS 3B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3B5 Certificates as of
                the
                Issue Date: $2,652,000.00

               

              Denomination:
                $2,652,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BV9

            


    

     

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3B5 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3B5 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 of 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 Mortgage 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 Trustee 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-45

     

     FORM
      OF CLASS 3B6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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 SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(c) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 3 SENIOR CERTIFICATES, THE CLASS 3B1
      CERTIFICATES, THE CLASS 3B2 CERTIFICATES, THE CLASS 3B3 CERTIFICATES, THE CLASS
      3B4 CERTIFICATES AND THE CLASS 3B5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3B6 Certificates as of
                the
                Issue Date: $3,094,888.00

               

              Denomination:
                $3,094,888.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BW7

            


    

     

    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.

     

    MORTGAGE  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 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 MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., 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 3B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      3B6 Certificates in the Trust Fund 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 Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 3B6 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool as
      of
      the Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar 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 Trustee 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 Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master 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(c) of the Agreement.

     

    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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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 of 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 Mortgage 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 Trustee 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-46

     

    FORM
      OF
      CLASS 3P CERTIFICATE

     

    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 SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES DESCRIBED HEREIN.

     

    


     

    
      	
              Series:
                2007-10

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3P 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

               

            	
              Master
                Servicer: CitiMortgage, Inc.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator:  CitiMortgage, Inc.

               

            
	 	
              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            


    

    


    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.

    MORTGAGE
      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 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 3P Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class 3P Certificates in the Trust Fund 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 Master Servicer,
      the Trust Administrator, Citibank, N.A. 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 3P 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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 Trustee 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 Master Servicer, Citibank, N.A. 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(c) 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 Certificate Registrar 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 Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided  in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the
      Collateral Pool relating to this Certificate and all property acquired in
      respect of any Mortgage Loan in such Collateral Pool at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates relating to such Collateral Pool; however, such
      right to purchase is subject to the aggregate Stated Principal Balance of the
      Mortgage Loans in such Collateral Pool at the time of purchase being less than
      10% of the aggregate principal balance of the Mortgage Loans in such Collateral
      Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      April ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Mortgage 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 Trustee 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-47

     

    FORM
      OF
      CLASS 3R 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 (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 POOLING AND SERVICING
      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 SECTION 4975 OF 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 TRUSTEE 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(c) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

     

    


    
      	
              Series
                2007-10

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: October 1, 2007

               

              First
                Distribution Date: November 26, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 3R Certificates as of
                the Issue
                Date: $99.51

               

              Denomination:
                $99.51

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: October 31, 2007

               

              CUSIP:
                17313Q BX 5

               

            


    

    


    MORTGAGE
      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 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 MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR, CITIBANK, N.A. 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 the
      Percentage Interest evidenced by this Certificate specified above in that
      certain beneficial ownership interest evidenced by all the Class 3R Certificates
      in the Trust Fund 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 Master Servicer, the Trust Administrator, Citibank,
      N.A. 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 3R 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 Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent 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 Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage 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 this 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
      Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. 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 Certificate Registrar 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 Certificate Registrar
      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(c) 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 Certificate Registrar 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.

    


    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Certificate Registrar (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 3R Certificates have been designated as a residual interest in one or
      more
      REMICs, (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 3R 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 any REMIC to cease
      to
      qualify as a REMIC or cause the imposition of a tax upon any REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. 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 Master Servicer, the Trust Administrator, Citibank, N.A.,
      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
      Trustee 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
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund 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 Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 10% of the
      aggregate principal balance of the Mortgage Loans in such Collateral Pool 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 Authenticating
      Agent, 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 Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-10

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    


    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 of 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 Mortgage 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 Trustee 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 party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 3.19 of the Pooling and Servicing Agreement.

    


    Under
      Item 1 of Form 10-D: a) items marked “4.02 Statement” are required to be
      included in the periodic Distribution Date statements under Section 4.02,
      provided by the Trust Administrator; 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.  All such information and
      any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be
      sent to the Trust Administrator and the Depositor.

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    


    
      	
              Form

               

            	
              Item

               

            	
              Description

               

            	
                  
                Servicer(s)

               

            	
              Master
                Servicer

               

            	
              Trust
                Administrator

               

            	
              Custodian

               

            	
              Trustee

               

            	
              Depositor

               

            	
              Sponsor

               

            
	
              10-D

               

            	
              Must
                be filed within 15 days of the payment date for the asset-backed
                securities.

               

            	 	
              (nominal)

               

            	 	 
	
              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.

               

            	 	 	
                   X

               

              (4.02
                Statement)

               

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

               

            	 	 	
                   X

               

              (4.02
                Statement)

               

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

               

            	 	 	
                   X

               

              (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.

               

            	 	 	
                   X

               

              (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.

               

            	 	 	
                   X

               

              (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.

               

            	 	 	
                   X

               

              (4.02
                Statement)

               

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

               

            	 	 	
                   X

               

              (4.02
                Statement)

               

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

               

            	 	 	
                   X

               

              (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.

               

            	 	 	
                   X

               

              (4.02
                Statement)

               

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

               

            	 	 	
                   X

               

              (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.

               

            	 	 	
                   X

               

              (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 remaining term, pool factors and prepayment
                amounts.

               

            	 	 	
                   X

               

              (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.

               

            	
                  X

               

               

            	
                  X

               

               

            	
                  X

               

              (4.02
                Statement)

               

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

               

            	
                  X

               

               

            	 	
                  X

               

              (4.02
                Statement)

               

            	 	 	 	 
	
              (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.

               

            	
                  X

               

               

            	
                  X

               

            	
                  X

               

              (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.

               

            	
                  X

               

               

            	
                  X

               

               

            	
                  X

               

              (4.02
                Statement)

               

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

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

              (if
                agreed upon by the parties)

               

            	 	 	
                  X

               

            	 
	
              (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.

               

            	 	 	
                  X

               

              (4.02
                Statement)

               

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

               

            	 	 	 	 	 	
                  X

               

            	 
	
              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.

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	 	
                  X

               

            	 
	
              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.

               

            	 	 	 	 	 	
                  X

               

            	
                  X

               

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

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

               

            	 	 	 	 	 	
                  X

               

            	 
	
              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:

               

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

               

            	 	 	 	 	 	 	
                  X

               

            
	
              Depositor

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Trustee

               

            	 	 	 	 	
                  X

               

            	 	 
	
              Issuing
                entity

               

            	 	 	 	 	 	
                  X

               

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

               

            	
                  X

               

            	
                  X

               

            	 	 	 	 	 
	
              Trust
                Administrator

               

            	 	 	
                  X

               

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

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Custodian

               

            	 	 	 	
                  X

               

            	 	 	 
	
              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.

               

            	 	 	 	 	 	
                  X

               

            	 
	
              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)

               

            	 	 	
                  X

               

            	 	 	 	 
	
              5

               

            	
              Submission
                of Matters to a Vote of Security Holders

               

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

               

            	 	 	
                  X

               

            	 	 	 	 
	
              6

               

            	
              Significant
                Obligors of Pool Assets

               

            	 	 	 	 	 	 	 
	
              Item
                1112(b) –Significant Obligor Financial
                Information*

               

            	 	 	 	 	 	
                  X

               

            	 
	
              *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

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Item
                1115(b) – Derivative Counterparty Financial Information*

               

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Determining
                current significance percentage

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
                  X

               

            	 	 	 	 
	
              *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

               

            	 	 	
                  X

               

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

               

            	 	 	 	 	 	
                  X

               

            	 
	
              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

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	 	
                  X

               

            	
                  X

               

            
	
              1.02

               

            	
              Termination
                of a Material Definitive Agreement

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	 	
                  X

               

            	
                  X

               

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

              Examples:
                servicing agreement, custodial agreement.

               

            	 	 	 	 	 	 	 
	
              1.03

               

            	
              Bankruptcy
                or Receivership

               

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

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

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	
                  X

               

            	
                  X

               

            
	
              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 6.07 statement

               

            	 	
                  X

               

            	
                  X

               

            	 	 	 	 
	
              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

               

            	 	 	
                  X

               

            	 	 	
                  X

               

            	 
	
              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”

               

            	 	 	 	 	 	
                  X

               

            	 
	
              5.06

               

            	
              Change
                in Shell Company Status

               

            	 	 	 	 	 	 	 
	
              [Not
                applicable to ABS issuers]

               

            	 	 	 	 	 	
                  X

               

            	 
	
              6.01

               

            	
              ·  ABS
                Informational and Computational Material

               

               

            	 	 	 	 	 	 	 
	
              [Not
                included in reports to be filed under Section 3.19]

               

            	 	 	 	 	 	
                  X

               

            	 
	
              6.02

               

            	
              Change
                of Servicer or Trustee

               

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

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	 	
                  X

               

               

            	 
	 	
              Reg
                AB disclosure about any new servicer is also required.

               

            	
                  X

               

            	 	 	 	 	 	 
	
              Reg
                AB disclosure about any new trustee is also required.

               

            	 	 	 	 	
                  X
                (to the extent required by successor trustee)

               

            	 	 
	
              Reg
                AB disclosure about any new Trust Administrator is also
                required.

               

            	 	 	
                  X

               

            	 	 	 	 
	
              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.

               

            	 	 	
                  X

               

            	 	 	
                  X

               

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

               

            	 	 	
                  X

               

            	 	 	
                  X

               

            	 
	
              6.04

               

            	
              Failure
                to Make a Required Distribution

               

            	 	 	
                  X

               

            	 	 	 	 
	
              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.

               

            	 	 	 	 	 	
                  X

               

            	 
	
              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.

               

            	 	 	 	 	 	
                  X

               

            	 
	
              7.01

               

            	
              Regulation
                FD Disclosure

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	
                  X

               

            	 
	
              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.

               

            	 	 	 	 	 	
                  X

               

            	 
	
              9.01

               

            	
              Financial
                Statements and Exhibits

               

            	
              The
                Responsible Party applicable to reportable event.

               

            
	
              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

               

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above.

               

            
	 	
              15

               

            	
              Exhibits
                and Financial Statement Schedules

               

            	 	 	 	 	 	 	 
	
              Item
                1112(b) –Significant Obligor Financial
                Information

               

            	 	 	 	 	 	
                  X

               

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

               

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Item
                1115(b) – Derivative Counterparty Financial Information

               

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

               

            	 	 	 	 	 	
                  X

               

            	 
	 	 	
              Determining
                current significance percentage

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
                  X

               

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

               

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

               

            	 	 	 	 	 	 	
                  X

               

            
	
              Depositor

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Trustee

               

            	 	 	 	 	 	 	 
	
              Issuing
                entity

               

            	 	 	 	 	 	
                  X

               

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

               

            	
                  X

               

            	
                  X

               

            	 	 	 	 	 
	
              Trust
                Administrator

               

            	 	 	
                  X

               

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

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Custodian

               

            	 	 	 	
                  X

               

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

               

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

               

            	 	 	 	 	 	 	
                  X

               

            
	
              Depositor

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Trustee

               

            	 	 	 	 	
                  X

               

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

               

            	
                  X

               

            	
                  X

               

            	 	 	 	 	 
	
              Trust
                Administrator

               

            	 	 	
                  X

               

            	 	 	 	 
	
              Originator

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Custodian

               

            	 	 	 	
                  X

               

            	 	 	 
	
              Credit
                Enhancer/Support Provider

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Significant
                Obligor

               

            	 	 	 	 	 	
                  X

               

            	 
	
              Item
                1122 – Assessment of Compliance with Servicing Criteria

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	
                  X

               

            	 	 	 
	
              Item
                1123 – Servicer Compliance Statement

               

            	
                  X

               

            	
                  X

               

            	 	 	 	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    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

    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

            	
              Paying
                Agent

            	 
	 	
              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

            	 	 	 	 
	
              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

            	
              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

            	
              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

            	
              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
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      This
        is a
        Mortgage Loan Purchase Agreement (the “Agreement”), dated October 31, 2007
        between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the
“Purchaser”) and Citigroup Global Markets Realty Corp., a New York corporation
        (the “Seller”).

       

      Preliminary
        Statement

       

      The
        Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
        Purchaser on the terms and subject to the conditions set forth in this
        Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
        pool comprising the trust fund. The trust fund will be evidenced by a single
        series of mortgage pass-through certificates designated as Series 2007-10
        (the
“Certificates”). The Certificates will consist of forty-three classes of
        certificates.  The Certificates will be issued pursuant to a Pooling
        and Servicing Agreement, dated as of October 1, 2007 (the “Pooling and Servicing
        Agreement”), among the Purchaser as depositor, CitiMortgage, Inc. as master
        servicer (in such capacity, the “Master Servicer”) and as trust administrator
        (in such capacity, the “Trust Administrator”), Citibank, N.A. as paying agent,
        certificate registrar and authenticating agent and U.S. Bank National
        Association as trustee (the “Trustee”). Capitalized terms used but not defined
        herein shall have the meanings set forth in the Pooling and Servicing
        Agreement.

       

      The
        parties hereto agree as follows:

       

      Section
        1.  Agreement
        to Purchase. The Seller agrees to sell, and the Purchaser agrees to
        purchase, on or before October 31, 2007 (the “Closing Date”), certain
        conventional, one- to four-family, adjustable-rate and fixed-rate mortgage
        loans
        secured by first liens on residential real properties (the “Mortgage Loans”)
        originated by American Home Mortgage Corp. (“American Home”), Argent Mortgage
        Company, LLC (“Argent”), CitiMortgage, Inc. (“CitiMortgage”), Countrywide Home
        Loans, Inc. (“Countrywide”), GreenPoint Mortgage Funding, Inc., (“GreenPoint”),
        HomeBanc Mortgage Corporation (“HomeBanc”), LoanCity (“LoanCity”), Metro City
        Mortgages Inc. (“MetroCity”), Mission 1 Funding, Inc. (“Mission 1”), National
        City Mortgage Co. (“National City”), Opteum Financial Services, LLC (“Opteum”),
        PennFed Financial Services, Inc. (“PennFed”), Sea Breeze Mortgage Services, Inc.
        (“Sea Breeze”), Secured Bankers Mortgage Company (“Secured Bankers”), SunTrust
        Mortgage, Inc. (“SunTrust”), Taylor, Bean & Whitaker Mortgage Corp. (“Taylor
        Bean”), Weichert Financial Services (“Weichert”) and Wells Fargo Bank, N.A.
        (“Wells Fargo”) (each an “Originator” and together, the “Originators”), having
        an aggregate principal balance as of the close of business on October 1,
        2007
        (the “Cut-off Date”) of approximately $1,141,379,050 (the “Closing Balance”),
        after giving effect to all payments due on the Mortgage Loans on or before
        the
        Cut-off Date, whether or not received. 

       

      Notwithstanding
        any of the foregoing, the Seller shall retain its rights against each Originator
        relating to remedies for breaches of loan-level representations and warranties
        and remedies with respect to early payment defaults, if any.

       

      Section
        2.  Mortgage
        Loan Schedule. The Purchaser and the Seller have agreed upon which of the
        mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant
        to this Agreement and the Seller will prepare or cause to be prepared on
        or
        prior to the Closing Date a final schedule (the “Closing Schedule”) that
        together shall describe such Mortgage Loans and set forth all of the Mortgage
        Loans to be purchased under this Agreement. The Closing Schedule will conform
        to
        the requirements set forth in this Agreement and to the definition of “Mortgage
        Loan Schedule” under the Pooling and Servicing Agreement. The Closing Schedule
        shall be used as the Mortgage Loan Schedule under the Pooling and Servicing
        Agreement and shall be prepared by the Seller based on information provided
        by
        the Originators.

       

      Section
        3.  Consideration.

       

      (a)  In
        consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
        shall, as described in Section 7, pay to or upon the order of the Seller
        in
        immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal
        to the net sale proceeds of the Certificates, plus accrued
        interest.

       

      (b)  The
        Purchaser or any assignee, transferee or designee of the Purchaser shall
        be
        entitled to all scheduled payments of principal due after the Cut-off Date,
        all
        other payments of principal due and collected after the Cut-off Date, and
        all
        payments of interest on the Mortgage Loans allocable to the period after
        the
        Cut-off Date. All scheduled payments of principal and interest due on or
        before
        the Cut-off Date and collected after the Cut-off Date shall belong to the
        Seller.

       

      (c)  Pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign all of
        its
        right, title and interest in and to the Mortgage Loans, together with its
        rights
        under this Agreement, to the Trustee for the benefit of the related
        Certificateholders.

       

      Section
        4.  Transfer
        of the Mortgage Loans.

       

      (a)  Possession
        of Mortgage Files.  The Seller does hereby sell, transfer, assign,
        set over and convey to the Purchaser, without recourse but subject to the
        terms
        of this Agreement, all of its right, title and interest in, to and under
        the
        Mortgage Loans. The contents of each Mortgage File not delivered to the
        Purchaser or to any assignee, transferee or designee of the Purchaser on
        or
        prior to the Closing Date are and shall be held in trust by the Seller for
        the
        benefit of the Purchaser or any assignee, transferee or designee of the
        Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage
        Note, the related Mortgage and the other contents of the related Mortgage
        File
        is vested in the Purchaser and the ownership of all records and documents
        with
        respect to each related Mortgage Loan prepared by or that come into the
        possession of the Seller on or after the Closing Date shall immediately vest
        in
        the Purchaser and shall be delivered immediately to the Purchaser or as
        otherwise directed by the Purchaser.

       

      (b)  Delivery
        of Mortgage Loan Documents.  The Seller will, on or prior to the
        Closing Date, deliver or cause to be delivered to the Purchaser or any assignee,
        transferee or designee of the Purchaser each of the following documents for
        each
        Mortgage Loan:

       

      (i)  the
        original Mortgage Note, endorsed in one of the following forms: (1) in the
        name
        of the Trustee or (2) in blank, in each case, with all prior and intervening
        endorsements showing a complete chain
        of endorsement
        from the originator to the Person so endorsing to the Trustee;

       

      (ii)  the
        original Mortgage with evidence of recording thereon;

       

      (iii)  an
        original Assignment of the Mortgage in recordable form in blank or to the
        Trustee;

       

      (iv)  the
        original recorded Assignment or Assignments of the Mortgage showing a complete
        chain of assignment from the originator to the Person assigning the Mortgage
        in
        blank or to the Trustee as contemplated by the immediately preceding clause
        (iii);

       

      (v)  the
        original of or a copy of each related assumption, modification, consolidation
        or
        extension agreement, with evidence of recording thereon, if any;

       

      (vi)  with
        respect to any Mortgage Loan listed on the Mortgage Loan Schedule
        as  subject to a Primary Mortgage Insurance Policy, the original
        Primary Mortgage Insurance Policy or certificate;

       

      (vii)  the
        original mortgagee title insurance policy or an attorney’s opinion of title
        where customary; and

       

      (viii)  any
        of
        the following that are in the possession of the Seller or a document custodian
        on its behalf: (A) the original of or a copy of any security agreement, chattel
        mortgage or equivalent document executed in connection with the Mortgage
        or (B)
        the original of or a copy of any power of attorney, if applicable.

       

      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 Section 4(b)(i) above
        cannot
        be located, the obligations of the Seller to deliver such documents shall
        be
        deemed to be satisfied upon delivery to the Trust Administrator (as designee
        of
        the Purchaser) 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 Trust Administrator is subsequently located,
        such
        original Mortgage Note shall be delivered to the Trust Administrator within
        three Business Days.

       

      If
        any of
        the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has as
        of
        the Closing Date been submitted for recording but either (x) has not been
        returned from the applicable public recording office or (y) has been lost
        or
        such public recording office has retained the original of such document,
        the
        obligations of the Seller to deliver such documents shall be deemed to be
        satisfied upon (1) delivery to the Trust Administrator of a copy of each
        such
        document certified by the Originator in the case of (x) above or the applicable
        public recording office in the case of (y) above to be a true and complete
        copy
        of the original that was submitted for recording and (2) if such copy is
        certified by the Originator, delivery to the Trust Administrator promptly
        upon
        receipt thereof of either the original or a copy of such document certified
        by
        the applicable public recording office to be a true and complete copy of
        the
        original.

       

      To
        the
        extent not already recorded, the Trust Administrator, at the expense of the
        Seller shall pursuant to the Pooling and Servicing Agreement promptly (and
        in no
        event later than three months following the later of the Closing Date and
        the
        date of receipt by the Trust Administrator of the recording information for
        a
        Mortgage) submit or cause to be submitted for recording, at no expense to
        the
        Trust Estate or the Trust Administrator, in the appropriate public office
        for
        real property records, each Assignment delivered to it pursuant to Sections
        4(b)(iii) and (iv) above. In the event that any such Assignment is lost or
        returned unrecorded because of a defect therein, the Trust Administrator,
        at the
        expense of the Seller, 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 Trust
        Administrator nor the Trustee shall be required to submit or cause to be
        submitted for recording each Assignment delivered to it pursuant to Sections
        4(b)(iii) and (iv) 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.

       

      The
        Seller shall deliver or cause to be delivered to the Trust Administrator
        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
        Trust Administrator are and shall be held by or on behalf of the Seller,
        the
        Servicer, the Purchaser or the Master 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 Trust Administrator. Any such original document delivered
        to or
        held by the Seller or the Purchaser 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 related Servicer.

       

      (c)  Acceptance
        of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof
        shall be reviewed by the Purchaser or any assignee, transferee or designee
        of
        the Purchaser at any time before or after the Closing Date (and with respect
        to
        each document permitted to be delivered after the Closing Date within seven
        days
        of its delivery) to ascertain that all required documents have been executed
        and
        received and that such documents relate to the Mortgage Loans identified
        on the
        Mortgage Loan Schedule.

       

      (d)  Transfer
        of Interest in Agreements. The Purchaser has the right to assign its
        interest under this Agreement, in whole or in part, to the Trustee, as may
        be
        required to effect the purposes of the Pooling and Servicing Agreement, without
        the consent of the Seller, and the assignee shall succeed to the rights and
        obligations hereunder of the Purchaser. Any expense reasonably incurred by
        or on
        behalf of the Purchaser or the Trustee in connection with enforcing any
        obligations of the Seller under this Agreement will be promptly reimbursed
        by
        the Seller.

       

      (e)  Examination
        of Mortgage Files. Prior to the Closing Date, the Seller shall either (i)
        deliver in escrow to the Purchaser or to any assignee, transferee or designee
        of
        the Purchaser, for examination, the Mortgage File pertaining to each Mortgage
        Loan, or (ii) make such Mortgage Files available to the Purchaser or to any
        assignee, transferee or designee of the Purchaser for examination. Such
        examination may be made by the Purchaser or the Trustee, and their respective
        designees, upon reasonable notice to the Seller during normal business hours
        before the Closing Date and within 60 days after the Closing Date. If any
        such
        person makes such examination prior to the Closing Date and identifies any
        Mortgage Loans that do not conform to the requirements of the Purchaser as
        described in this Agreement, such Mortgage Loans shall be deleted from the
        Closing Schedule. The Purchaser may, at its option and without notice to
        the
        Seller, purchase all or part of the Mortgage Loans without conducting any
        partial or complete examination. The fact that the Purchaser or any person
        has
        conducted or has failed to conduct any partial or complete examination of
        the
        Mortgage Files shall not affect the rights of the Purchaser or any assignee,
        transferee or designee of the Purchaser to demand repurchase or other relief
        as
        provided herein or under the Pooling and Servicing Agreement.

       

      Section
        5.  Representations,
        Warranties and Covenants of the Seller.

       

      
        Except
          as
          otherwise reflected in the Mortgage Loan Schedule or payment history records
          with respect to the Mortgage Loans, the Seller and the Purchaser understand,
          acknowledge and agree that, the representations and warranties set forth
          in this
          Section 5 are made as of the Closing Date or as of the date specifically
          provided herein.

         

      

      As
        permitted under:

       

      (i)  the
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of September
        1,
        2005, and as amended on March 30, 2006, among American Home, American Home
        Mortgage Servicing, Inc. and the Seller (the “American Home Purchase
        Agreement”),

       

      (ii)  the
        Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December 28,
        2004, and as amended on November 28, 2005 and January 1, 2006, between
        Ameriquest Mortgage Company and the Seller (the “Argent Purchase
        Agreement”),

       

      (iii)  the
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of February
        1,
        2005, between CitiMortgage, Inc. and the Seller (the “CitiMortgage Purchase
        Agreement”),

       

      (iv)  the
        Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of December 15, 2003, and as amended on February 28, 2006, between
        Countrywide and the Seller (the “Countrywide Purchase Agreement”)

       

      (v)  the
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of April
        1,
        2005, and as amended May 1, 2006, between GreenPoint and the Seller (the
        “GreenPoint Purchase Agreement”),

       

      (vi)  the
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of June 1,
        2006,
        between HomeBanc and the Seller (the “HomeBanc Purchase
        Agreement”),

       

      (vii)  the
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of September
        1,
        2003, and as amended and restated on May 1, 2005, between National City Mortgage
        Co. and the Seller (the “National City Purchase Agreement”),

       

      (viii)  the
        Master Mortgage Loan Purchase and Servicing Agreement, dated September 1,
        2006,
        between the Seller and Opteum Financial Services, LLC, as amended February
        8,
        2007 and April 23, 2007 (the “Opteum Purchase Agreement”),

       

      (ix)  the
        Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
        April
        1, 2007, between the Seller and New York Community Bank (the “PennFed Purchase
        Agreement”),

       

      (x)  the
        Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of July 1, 2005, amended February 22, 2006 and March 16, 2007, between
        SunTrust and the Seller (the “SunTrust Purchase Agreement”),

       

      (xi)  the
        Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
        April
        1, 2006, between Taylor Bean and the Seller (the “Taylor Bean Purchase
        Agreement”),

       

      (xii)  the
        Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of August 1, 2005 as amended and restated to and including March
        1,
        2006, between the Seller and Mortgage Access Corp. d/b/a Weichert Financial
        Services (the “Weichert Purchase Agreement”), and

       

      (xiii)  the
        Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of
        March
        1, 2006, and as amended October 26, 2006, between Wells Fargo and the Seller
        (the “Wells Fargo Purchase Agreement”; and together with the American Home
        Purchase Agreement, the Argent Purchase Agreement, the CitiMortgage Purchase
        Agreement, the Countrywide Purchase Agreement, the GreenPoint Purchase
        Agreement, the HomeBanc Purchase Agreement, the National City Purchase
        Agreement, the Opteum Purchase Agreement, the PennFed Purchase Agreement,
        the
        SunTrust Purchase Agreement, the Taylor Bean Purchase Agreement and the Weichert
        Purchase Agreement, the “Purchase Agreements”),

       

      the
        Seller hereby assigns to the Purchaser all of its right, title and interest
        under the Purchase Agreements to the extent of the Mortgage Loans identified
        on
        the Mortgage Loan Schedules.  Notwithstanding any of the foregoing,
        the Seller maintains its rights against each Originator relating to remedies
        for
        breaches of representations and warranties concerning the Mortgage Loans
        or
        relating to missing or defective documents relating to the Mortgage Loans,
        in
        either case, which materially and adversely affect the value of the Mortgage
        Loans or the interest of the Seller.

      


      (a)  The
        Seller hereby represents and warrants, as to each Mortgage Loan, to the
        Purchaser, as of the date hereof and as of the Closing Date, and covenants,
        that:

       

      (i)  Each
        Mortgage Loan at the time it was made complied in all material respects with
        applicable local, state and federal laws, including, but not limited to,
        all
        applicable predatory and abusive lending laws.

       

      (ii)  None
        of
        the mortgage loans are (i) “High Cost” as such term is defined in the Home
        Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent
        provision as defined by the applicable predatory and abusive lending
        laws.

       

      (iii)  An
        appraisal form 1004 or Form 2055 with an interior inspection for first lien
        mortgage loans has been obtained.

       

      (iv)  No
        Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
        terms are defined in the current version of Standard & Poor's LEVELS®
Glossary Revised, Appendix E).

       

      (v)  (vi)           There
        is no mortgage loan in the trust that was originated on or after October
        1, 2002
        and before March 7, 2003 which is secured by property located in the State
        of
        Georgia.

       

      (b)  [Reserved].

       

      (c)  The
        Seller hereby represents and warrants to the Purchaser, as of the date hereof
        and as of the Closing Date, and covenants, that:

       

      (i)  The
        Seller is duly organized, validly existing and in good standing as a corporation
        under the laws of the State of New York with full corporate power and authority
        to conduct its business as presently conducted by it to the extent material
        to
        the consummation of the transactions contemplated herein. The Seller has
        the
        full corporate power and authority to own the Mortgage Loans and to transfer
        and
        convey the Mortgage Loans to the Purchaser and has the full corporate power
        and
        authority to execute and deliver, engage in the transactions contemplated
        by,
        and perform and observe the terms and conditions of this Agreement.

       

      (ii)  The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery hereof by the Purchaser,
        constitutes a legal, valid and binding obligation of the Seller, enforceable
        against it in accordance with its terms except as the enforceability thereof
        may
        be limited by bankruptcy, insolvency or reorganization or by general principles
        of equity.

       

      (iii)  The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the articles of incorporation or by-laws
        of
        the Seller, (B) any term or provision of any material agreement, contract,
        instrument or indenture, to which the Seller is a party or by which the Seller
        or any of its property is bound or (C) any law, rule, regulation, order,
        judgment, writ, injunction or decree of any court or governmental authority
        having jurisdiction over the Seller or any of its property and (y) does not
        create or impose and will not result in the creation or imposition of any
        lien,
        charge or encumbrance which would have a material adverse effect upon the
        Mortgage Loans or any documents or instruments evidencing or securing the
        Mortgage Loans.

       

      (iv)  No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of New York, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates.

       

      (v)  This
        Agreement does not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained herein not
        misleading.  The written statements, reports and other documents
        prepared and furnished or to be prepared and furnished by the Seller pursuant
        to
        this Agreement or in connection with the transactions contemplated hereby
        taken
        in the aggregate do not contain any untrue statement of material fact or
        omit to
        state a material fact necessary to make the statements contained therein
        not
        misleading.

       

      (vi)  The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder.

       

      (vii)  The
        Seller does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement.

       

      (viii)  Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller will be the owner of the related Mortgage and the indebtedness
        evidenced by the related Mortgage Note, and, upon the payment to the Seller
        of
        the Purchase Price, in the event that the Seller retains or has retained
        record
        title, the Seller shall retain such record title to each Mortgage, each related
        Mortgage Note and the related Mortgage Files with respect thereto in trust
        for
        the Purchaser as the owner thereof from and after the date hereof.

       

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

       

      (x)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller are not
        subject
        to the bulk transfer or any similar statutory provisions.

       

      (xi)  The
        Seller has not dealt with any broker, investment banker, agent or other person,
        except for the Purchaser or any of its affiliates, that may be entitled to
        any
        commission or compensation in connection with the sale of the Mortgage
        Loans.

       

      (xii)  There
        is
        no litigation currently pending or, to the best of the Seller’s knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement, or that would result in a material adverse
        change in the financial condition of the Seller.

       

      (xiii)  The
        Seller is solvent and will not be rendered insolvent by the consummation
        of the
        transactions contemplated hereby.  The Seller is not transferring any
        Mortgage loan with any intent to hinder, delay or defraud any of its
        creditors.

       

      (d)  With
        respect to the American Home Mortgage Loans, the Seller hereby represents
        and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit A hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (e)  With
        respect to the Argent Mortgage Loans, the Seller hereby represents and warrants,
        for the benefit of the Purchaser, that the representations and warranties
        set
        forth on Exhibit B hereto are true and correct as of the date hereof and
        as of
        the Closing Date;

       

      (f)  With
        respect to the LoanCity Mortgage Loans, the MetroCity Mortgage Loans, the
        Mission 1 Mortgage Loans, the Sea Breeze Mortgage Loans and the Secured Bankers
        Mortgage Loans, the Seller hereby represents and warrants, for the benefit
        of
        the Purchaser, that the representations and warranties set forth on Exhibit
        C
        hereto are true and correct as of the date hereof and as of the Closing
        Date;

       

      (g)  With
        respect to the Countrywide Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit D hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (h)  With
        respect to the GreenPoint Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit E hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (i)  With
        respect to the HomeBanc Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit F hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (j)  With
        respect to the National City Mortgage Loans, the Seller hereby represents
        and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit G hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (k)  With
        respect to the Opteum Mortgage Loans, the Seller hereby represents and warrants,
        for the benefit of the Purchaser, that the representations and warranties
        set
        forth on Exhibit H hereto are true and correct as of the date hereof and
        as of
        the Closing Date;

       

      (l)  With
        respect to the PennFed Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit I hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (m)  With
        respect to the SunTrust Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit J hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (n)  With
        respect to the Taylor Bean Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit K hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (o)  With
        respect to the Weichert Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit L hereto are true and correct as of the date
        hereof and as of the Closing Date;

       

      (p)  With
        respect to the Wells Fargo Mortgage Loans, the Seller hereby represents and
        warrants, for the benefit of the Purchaser, that the representations and
        warranties set forth on Exhibit M hereto are true and correct as of the date
        hereof and as of the Closing Date.

       

      Section
        6.    Repurchase
        Obligation for Defective Documentation and for Breach of Representation and
        Warranty.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and
        shall inure to the benefit of the Purchaser and any assignee, transferee
        or
        designee of the Purchaser, including the Trustee for the benefit of holders
        of
        the Mortgage Pass-Through Certificates evidencing an interest in all or a
        portion of the Mortgage Loans, notwithstanding any restrictive or qualified
        endorsement on any Mortgage Note or Assignment or the examination or lack
        of
        examination of any Mortgage File.  With respect to the representations
        and warranties contained herein that are made to the knowledge or the best
        knowledge of the Seller, or as to which the Seller has no knowledge, if it
        is
        discovered that the substance of any such representation and warranty is
        inaccurate and the inaccuracy materially and adversely affects the value
        of the
        related Mortgage Loan, or the interest therein of the Purchaser or the
        Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s
        lack of knowledge with respect to the substance of such representation and
        warranty being inaccurate at the time the representation and warranty was
        made,
        such inaccuracy shall be deemed a breach of the applicable representation
        and
        warranty and the Seller shall take such action described in the following
        paragraphs of this Section 6 in respect of such Mortgage Loan.  Upon
        discovery by either the Seller or the Purchaser of a breach of any of the
        foregoing representations and warranties made by the Seller that materially
        and
        adversely affects the value of the Mortgage Loans or the interest of the
        Purchaser (or which materially and adversely affects the interests of the
        Purchaser in the related Mortgage Loan in the case of a representation and
        warranty relating to a particular Mortgage Loan), the party discovering such
        breach shall give prompt written notice to the other.

       

      Within
        90
        days of the earlier of either discovery by or notice to the Seller of any
        breach
        of a representation or warranty made by the Seller that materially and adversely
        affects the value of a Mortgage Loan or the Mortgage Loans or the interest
        therein of the Purchaser, the Seller shall use its best efforts promptly
        to cure
        such breach in all material respects and, if such breach cannot be cured,
        the
        Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
        Purchase Price. The Seller may, at the request of the Purchaser and assuming
        the
        Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a
        deficient Mortgage Loan as provided above, remove such Mortgage Loan and
        substitute in its place a Qualified Substitute Mortgage Loan or Loans. If
        the
        Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it
        shall
        repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
        pursuant to the foregoing provisions of this Section 6 shall occur on a date
        designated by the Purchaser and shall be accomplished by deposit in accordance
        with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase
        or
        substitution required by this Section shall be made in a manner consistent
        with
        Section 2.03 of the Pooling and Servicing Agreement.

       

      At
        the
        time of substitution or repurchase by the Seller of any deficient Mortgage
        Loan,
        the Purchaser and the Seller shall arrange for the reassignment of the
        repurchased or substituted Mortgage Loan to the Seller and the delivery to
        the
        Seller of any documents held by the Trustee relating to the deficient or
        repurchased Mortgage Loan. In the event the Purchase Price is deposited in
        the
        Collection Account. The Seller shall, simultaneously with such deposit, give
        written notice to the Purchaser that such deposit has taken place. Upon such
        repurchase, the Mortgage Loan Schedule shall be amended to reflect the
        withdrawal of the repurchased Mortgage Loan from this Agreement.

       

      As
        to any
        Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
        Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
        to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
        or
        Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
        and agreements as are required by the Pooling and Servicing Agreement, with
        the
        Mortgage Note endorsed as required therein. The Seller shall remit for deposit
        in the Collection Account the Monthly Payment due on such Qualified Substitute
        Mortgage Loan or Loans in the month following the date of such substitution.
        Monthly payments due with respect to Qualified Substitute Mortgage Loans
        in the
        month of substitution will be retained by the Seller. For the month of
        substitution, distributions to the Purchaser will include the Monthly Payment
        due on such Deleted Mortgage Loan in the month of substitution, and the Seller
        shall thereafter be entitled to retain all amounts subsequently received
        by the
        Seller in respect of such Deleted Mortgage Loan. Upon such substitution,
        the
        Qualified Substitute Mortgage Loans shall be subject to the terms of this
        Agreement in all respects, and the Seller shall be deemed to have made with
        respect to such Qualified Substitute Mortgage Loan or Loans as of the date
        of
        substitution, the covenants, representations and warranties set forth in
        Section
        5.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        Section 5 shall survive delivery of the respective Mortgage Files to the
        Trustee
        on behalf of the Purchaser.

       

      It
        is
        understood and agreed that (i) the obligations of the Seller set forth in
        this
        Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
        and
        (ii) the obligations of the Seller as provided in the next sentence constitute
        the sole remedies of the Purchaser respecting a missing or defective document
        or
        a breach of the representations and warranties contained in Section
        5.   The Seller shall indemnify the Purchaser and hold it
        harmless against any losses, damages, penalties, fines, forfeitures, reasonable
        and necessary legal fees and related costs, judgments, and other costs and
        expenses resulting from any claim, demand, defense or assertion based on
        or
        grounded upon, or resulting from, a breach of the representations and warranties
        contained in Sections 5(a), (c), (d) and (e) this Agreement.

       

      Section
        7.  Closing;
        Payment for the Mortgage Loans. The closing of the purchase and sale of the
        Mortgage Loans shall be held at the New York City office of Thacher Proffitt
        & Wood LLP at 10:00 AM New York City time on the Closing
        Date.

       

      The
        closing shall be subject to each of the following conditions:

       

      (a)  All
        of
        the representations and warranties of the Seller under this Agreement shall
        be
        true and correct in all material respects as of the date as of which they
        are
        made and no event shall have occurred which, with notice or the passage of
        time,
        would constitute a default under this Agreement;

       

      (b)  The
        Purchaser shall have received, or the attorneys of the Purchaser shall have
        received in escrow (to be released from escrow at the time of closing), all
        Closing Documents as specified in Section 8 of this Agreement, in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the respective
        terms thereof;

       

      (c)  The
        Seller shall have delivered or caused to be delivered and released to the
        Purchaser or to its designee, all documents (including without limitation,
        the
        Mortgage Loans) required to be so delivered by the Purchaser; and

       

      (d)  All
        other
        terms and conditions of this Agreement shall have been complied
        with.

       

      Subject
        to the foregoing conditions, the Purchaser shall deliver or cause to be
        delivered to the Seller on the Closing Date, against delivery and release
        by the
        Seller to the Trustee of all documents required pursuant to the Pooling and
        Servicing Agreement, the consideration for the Mortgage Loans as specified
        in
        Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan
        Purchase Price.

       

      Section
        8.  Closing
        Documents. Without limiting the generality of Section 7 hereof, the closing
        shall be subject to delivery of each of the following documents:

       

      (a)  An
        Officers’ Certificate of the Seller, dated the Closing Date, upon which the
        Purchaser and Citigroup Global Markets, Inc. (the “Underwriter”) may rely, in a
        form acceptable to the Purchaser;

       

      (b)  A
        Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
        Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
        and attached thereto copies of the certificate of incorporation, by-laws
        and
        certificate of good standing of the Seller;

       

      (c)  An
        Opinion of Counsel of the Seller, dated the Closing Date and addressed to
        the
        Purchaser and the Underwriter, in a form acceptable to the
        Purchaser;

       

      (d)  An
        Officers’ Certificate of each Originator who originated 20% or more of the
        Mortgage Loans, dated the Closing Date, upon which the Purchaser and the
        Underwriter may rely, in a form acceptable to the Purchaser;

       

      (e)  A
        Secretary’s Certificate of each Originator who originated 20% or more of the
        Mortgage Loans, dated the Closing Date, upon which the Purchaser and the
        Underwriter may rely, in a form acceptable to the Purchaser, and attached
        thereto copies of the certificate of incorporation, by-laws and certificate
        of
        good standing of the Originator;

       

      (f)  Such
        opinions of counsel as the Rating Agencies or the Trustee may request in
        connection with the sale of the Mortgage Loans by the Seller to the Purchaser
        or
        the Seller’s execution and delivery of, or performance under, this
        Agreement;

       

      (g)  A
        letter
        from Deloitte & Touche L.L.P., certified public accountants, dated the date
        hereof and to the effect that they have performed certain specified procedures
        as a result of which they determined that certain information of an accounting,
        financial or statistical nature set forth in the Purchaser’s Prospectus
        Supplement, dated October 31, 2007 and the Purchaser’s Private Placement
        Memorandum, dated October 31, 2007, agrees with the records of the
        Seller;

       

      (h)  Letters
        from certified public accountants for each Originator who originated more
        than
        20% of the Mortgage Loans, dated the date hereof and to the effect that they
        have performed certain specified procedures as a result of which they determined
        that certain information of an accounting, financial or statistical nature
        set
        forth in the Purchaser’s Prospectus Supplement, dated October 31, 2007 under the
        subheading “The Originators” agrees with the records of each Originator;
        and

       

      (i)  Such
        further information, certificates, opinions and documents as the Purchaser
        or
        the Underwriter may reasonably request.

       

      Section
        9.  Costs.
        The Seller shall pay (or shall reimburse the Purchaser or any other Person
        to
        the extent that the Purchaser or such other Person shall pay) all necessary
        and
        reasonable costs and expenses incurred directly in delivering this Agreement,
        the Pooling and Servicing Agreement, the Certificates, the prospectus,
        prospectus supplement and private placement memorandum relating to the
        Certificates and other related documents, the initial fees, costs and expenses
        of the Trust Administrator and the Trustee set forth in an engagement letter
        delivered to the Seller by the Trust Administrator, the fees and expenses
        of the
        Purchaser’s counsel in connection with the preparation of all documents relating
        to the securitization of the Mortgage Loans, the filing fee charged by the
        Securities and Exchange Commission for registration of the Certificates,
        the
        fees charged by any rating agency to rate the Certificates and the ongoing
        expenses of the Rating Agencies. All other costs and expenses in connection
        with
        the transactions contemplated hereunder shall be borne by the party incurring
        such expense.

       

      Section
        10.  [Reserved].

       

      Section
        11.  Mandatory
        Delivery; Grant of Security Interest. The sale and delivery on the Closing
        Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance
        with the terms and conditions of this Agreement is mandatory. It is specifically
        understood and agreed that each Mortgage Loan is unique and identifiable
        on the
        date hereof and that an award of money damages would be insufficient to
        compensate the Purchaser for the losses and damages incurred by the Purchaser
        in
        the event of the Seller’s failure to deliver the Mortgage Loans on or before the
        Closing Date. The Seller hereby grants to the Purchaser a lien on and a
        continuing security interest in the Seller’s interest in each Mortgage Loan and
        each document and instrument evidencing each such Mortgage Loan to secure
        the
        performance by the Seller of its obligation hereunder, and the Seller agrees
        that it holds such Mortgage Loans in custody for the Purchaser, subject to
        the
        Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
        the extent permitted by this Agreement and (ii) obligation to deliver or
        cause
        to be delivered the consideration for the Mortgage Loans pursuant to Section
        7
        hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently
        therewith be released from the security interest created hereby. The Seller
        agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its
        designee and delivery of payment to the Seller, that its security interest
        in
        the Mortgage Loans shall be released. All rights and remedies of the Purchaser
        under this Agreement are distinct from, and cumulative with, any other rights
        or
        remedies under this Agreement or afforded by law or equity and all such rights
        and remedies may be exercised concurrently, independently or
        successively.

       

      Notwithstanding
        the foregoing, if on the Closing Date, each of the conditions set forth in
        Section 7 hereof shall have been satisfied and the Purchaser shall not have
        paid
        or caused to be paid the Mortgage Loan Purchase Price, or any such condition
        shall not have been waived or satisfied and the Purchaser determines not
        to pay
        or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
        immediately effect the redelivery of the Mortgage Loans, if delivery to the
        Purchaser has occurred and the security interest created by this Section
        11
        shall be deemed to have been released.

       

      Section
        12.  Notices.
        All demands, notices and communications hereunder shall be in writing and
        shall
        be deemed to have been duly given if personally delivered to or mailed by
        registered mail, postage prepaid, or transmitted by telex or telegraph and
        confirmed by a similar mailed writing, if to the Purchaser, addressed to
        the
        Purchaser at 390 Greenwich Street, 4th Floor, New York, New York 10013,
        Attention: Mortgage Finance Group, or such other address as may hereafter
        be
        furnished to the Seller in writing by the Purchaser, and if to the Seller,
        addressed to the Seller at 388 Greenwich Street, 4th Floor, New York, New
        York
        10013, Attention: Mortgage Finance Group, or such other address as may hereafter
        be furnished to the Purchaser in writing by the Seller.

       

      Section
        13.  Severability
        of Provisions. Any part, provision, representation or warranty of this
        Agreement which is prohibited or which is held to be void or unenforceable
        shall
        be ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof. Any part, provision,
        representation or warranty of this Agreement which is prohibited or
        unenforceable or is held to be void or unenforceable in any jurisdiction
        shall,
        as to such jurisdiction, be ineffective to the extent of such prohibition
        or
        unenforceability without invalidating the remaining provisions hereof, and
        any
        such prohibition or unenforceability in any jurisdiction as to any Mortgage
        Loan
        shall not invalidate or render unenforceable such provision in any other
        jurisdiction. To the extent permitted by applicable law, the parties hereto
        waive any provision of law which prohibits or renders void or unenforceable
        any
        provision hereof.

       

      Section
        14.  Agreement
        of Parties. The Seller and the Purchaser each agree to execute and deliver
        such instruments and take such actions as either of the others may, from
        time to
        time, reasonably request in order to effectuate the purpose and to carry
        out the
        terms of this Agreement and the Pooling and Servicing Agreement.

       

      Section
        15.  Survival.
        The Seller agrees that the representations, warranties and agreements made
        by it
        herein and in any certificate or other instrument delivered pursuant hereto
        shall be deemed to be relied upon by the Purchaser, notwithstanding any
        investigation heretofore or hereafter made by the Purchaser or on its behalf,
        and that the representations, warranties and agreements made by the Seller
        herein or in any such certificate or other instrument shall survive the delivery
        of and payment for the Mortgage Loans and shall continue in full force and
        effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
        Notes and notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund.

       

      Section
        16.  GOVERNING
        LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
        OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
        THE
        LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE
        OF NEW
        YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
        THE NEW
        YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

       

      Section
        17.  Miscellaneous.
        This Agreement may be executed in two or more counterparts, each of which
        when
        so executed and delivered shall be an original, but all of which together
        shall
        constitute one and the same instrument. This Agreement shall inure to the
        benefit of and be binding upon the parties hereto and their respective
        successors and assigns. This Agreement supersedes all prior agreements and
        understandings relating to the subject matter hereof. Neither this Agreement
        nor
        any term hereof may be changed, waived, discharged or terminated orally,
        but
        only by an instrument in writing signed by the party against whom enforcement
        of
        the change, waiver, discharge or termination is sought. The headings in this
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect the meaning hereof.

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Seller to the Purchaser as provided in Section 4 hereof be, and be
        construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
        and
        not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
        a
        debt or other obligation of the Seller. However, in the event that,
        notwithstanding the aforementioned intent of the parties, the Mortgage Loans
        are
        held to be property of the Seller, then, (a) it is the express intent of
        the
        parties that such conveyance be deemed a pledge of the Mortgage Loans by
        the
        Seller to the Purchaser to secure a debt or other obligation of the Seller
        and
        (b) (1) this Agreement shall also be deemed to be a security agreement within
        the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
        (2) the
        conveyance provided for in Section 4 hereof shall be deemed to be a grant
        by the
        Seller to the Purchaser of a security interest in all of the Seller’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 whether in the form of cash, instruments, securities
        or other property; (3) the possession by the Purchaser or its agent of Mortgage
        Notes, the related Mortgages and such other items of property that constitute
        instruments, money, negotiable documents or chattel paper shall be deemed
        to be
“possession by the secured party” for purposes of perfecting the security
        interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
        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 Purchaser for the
        purpose of perfecting such security interest under applicable law. Any
        assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
        shall also be deemed to be an assignment of any security interest created
        hereby. The Seller and the Purchaser shall, to the extent consistent with
        this
        Agreement, take such actions as may be necessary to ensure that, if this
        Agreement were deemed to create a security interest in the Mortgage Loans,
        such
        security interest would be deemed to be a perfected security interest of
        first
        priority under applicable law and will be maintained as such throughout the
        term
        of this Agreement and the Pooling and Servicing Agreement.

       

      Section
        18.  Indemnification.
        The Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
        Citigroup Global Markets Inc. and (iii) each person, if any, who controls
        the
        Purchaser within the meaning of Section 15 of the Securities Act of 1933,
        as
        amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
        Party”) against any and all losses, claims, expenses, damages or liabilities to
        which the Indemnified Party may become subject, under the 1933 Act or otherwise,
        insofar as such losses, claims, expenses, damages or liabilities (or actions
        in
        respect thereof) arise out of, are based upon, or result from, a breach by
        the
        Seller of any of  the representations and warranties made by the
        Seller herein, it being understood that the Purchaser has relied upon such
        representations and warranties.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
        be
        signed by their respective officers thereunto duly authorized as of the date
        first above written.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  GLOBAL MARKETS REALTY

                CORP.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      Representation
        and Warranties with Respect to the American Home Loans

      


      Except
        for “Mortgage Loans”, which shall mean the American Home Mortgage Loans sold by
        the Seller to the Purchaser, all capitalized terms in this Exhibit A shall
        have
        the meanings ascribed to them in the American Home Purchase
        Agreement.

      


      (i)  The
        information set forth in the related Mortgage Loan Schedule and the Mortgage
        Loan data delivered to the Purchaser in the Data File is complete, true and
        correct;

       

      (ii)  All
        payments required to be made up to the close of business on the Closing Date
        for
        such Mortgage Loan under the terms of the Mortgage Note have been made; neither
        the Seller nor the Servicer has advanced funds, or induced, solicited or
        knowingly received any advance of funds from a party other than the owner
        of the
        related Mortgaged Property, directly or indirectly, for the payment of any
        amount required by the Mortgage Note or Mortgage.  There has been no
        delinquency, exclusive of any period of grace, in any payment by the Mortgagor
        thereunder since the origination of the Mortgage Loan;

       

      (iii)  There
        are
        no delinquent taxes, ground rents, water charges, sewer rents, assessments,
        insurance premiums, leasehold payments, including assessments payable in
        future
        installments or other outstanding charges affecting the related Mortgaged
        Property;

       

      (iv)  The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (v)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office or registered with the MERS System if
        necessary to maintain the lien priority of the Mortgage, and which have been
        delivered to the Purchaser; the substance of any such waiver, alteration
        or
        modification has been approved by the insurer under the Primary Insurance
        Policy
        or LPMI Policy, if any, and the title insurer, to the extent required by
        the
        related policy, and is reflected on the related Mortgage Loan Schedule. No
        instrument of waiver, alteration or modification has been executed, and no
        Mortgagor has been released, in whole or in part, except in connection with
        an
        assumption agreement approved by the insurer under the Primary Insurance
        Policy
        or LPMI Policy, if any, the title insurer, to the extent required by the
        policy,
        and which assumption agreement has been delivered to the Purchaser and the
        terms
        of which are reflected in the related Mortgage Loan Schedule;

       

      (vi)  The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set
        off, counterclaim or defense, including the defense of usury, nor will the
        operation of any of the terms of the Mortgage Note and/or the Mortgage, or
        the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, set off, counterclaim or
        defense, including the defense of usury and no such right of rescission,
        set
        off, counterclaim or defense has been asserted with respect
        thereto;

       

      (vii)  The
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        of
        the Seller in effect at the time the Mortgage Loan was originated; and the
        Mortgage Note and Mortgage are on forms acceptable to FNMA and
        FHLMC;

       

      (viii)  All
        buildings upon the Mortgaged Property are insured by an insurer acceptable
        to
        FNMA and FHLMC against loss by fire, hazards of extended coverage and such
        other
        hazards as are customary in the area where the Mortgaged Property is located,
        in
        an amount not less than the least of (i) 100% of the replacement cost of
        all
        improvements to the Mortgaged Property, (ii) either (A) the outstanding
        principal balance of the Mortgage Loan with respect to each first lien Mortgage
        Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
        outstanding principal balance of the related first lien mortgage loan and
        the
        outstanding principal balance of the second lien Mortgage Loan or (iii) the
        amount necessary to fully compensate for any damage or loss to the improvements
        that are a part of such property on a replacement cost basis; provided, however,
        in no event shall the amount of insurance be less than the amount necessary
        to
        avoid the operation of any co-insurance provisions with respect to the Mortgaged
        Property. All such insurance policies contain a standard mortgagee clause
        naming
        the Seller, its successors and assigns as mortgagee and all premiums thereon
        have been paid.  If the Mortgaged Property is in an area identified on
        a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
        Management Agency as having special flood hazards (and such flood insurance
        has
        been made available) a flood insurance policy meeting the requirements of
        the
        current guidelines of the Federal Insurance Administration is in effect which
        policy conforms to the requirements of FNMA and FHLMC.  The Mortgage
        obligates the Mortgagor thereunder to maintain all such insurance at the
        Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
        authorizes the holder of the Mortgage to maintain such insurance at the
        Mortgagor’s cost and expense and to seek reimbursement therefor from the
        Mortgagor;

       

      (ix)  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, fair housing, disclosure laws
        or
        all predatory and abusive lending laws applicable to the origination and
        servicing of the Mortgage Loans have been complied with and the consummation
        of
        the transactions contemplated hereby will not involve the violation of any
        such
        laws;

       

      (x)  The
        Mortgage has not been satisfied, cancelled, 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, cancellation, subordination, rescission
        or
        release;

       

      (xi)  The
        related Mortgage is properly recorded in the appropriate jurisdiction(s)
        wherein
        such recordation is necessary to perfect the lien thereof, and is a valid,
        existing and enforceable (A) first lien and first priority security interest
        with respect to each Mortgage Loan which is indicated by the Seller to be
        a
        First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien
        and
        second priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a Second Lien (as reflected on the Mortgage
        Loan
        Schedule), in either case, on the Mortgaged Property, including all improvements
        on the Mortgaged Property subject only to (a) the lien of current real property
        taxes and assessments not yet due and payable, (b) covenants, conditions
        and
        restrictions, rights of way, easements and other matters of the public record
        as
        of the date of recording being 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 which do not adversely
        affect the Appraised Value of the Mortgaged Property, (c) 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 and (d)
        with
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien
        on
        the 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, existing and enforceable (A) first
        lien
        and first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      (xii)  The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms;

       

      (xiii)  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.  The Mortgagor is a natural person;

       

      (xiv)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with.  All costs, fees and expenses incurred in making
        or closing the Mortgage Loan and the recording of the Mortgage have been
        paid,
        and the Mortgagor is not entitled to any refund of any amounts paid or due
        to
        the Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xv)  The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage.  The Seller has full right and authority under all
        governmental and regulatory bodies having jurisdiction over such Seller,
        subject
        to no interest or participation of, or agreement with, any party, to transfer
        and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free
        and
        clear of any encumbrance or right of others, equity, lien, pledge, charge,
        mortgage, claim, participation interest or security interest of any nature
        (collectively, a “Lien”); and immediately upon the transfers and assignments
        herein contemplated, the Seller shall have transferred and sold all of its
        right, title and interest in and to each Mortgage Loan and the Purchaser
        will
        hold good, marketable and indefeasible title to, and be the owner of, each
        Mortgage Loan subject to no Lien;

       

      (xvi)  All
        parties which have had any legal or contractual interest in the Mortgage
        Loan,
        whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
        during the period in which they held and disposed of such interest, were):
        (A)
        organized under the laws of such state, or (B) qualified to do business in
        such
        state, or (C) federal savings and loan associations or national banks having
        principal offices in such state, or (D) not doing business in such state
        so as
        to require qualification or licensing, or (E) not otherwise required to be
        licensed in such state.  All parties which have had any legal or
        contractual interest in the Mortgage Loan were in compliance with any and
        all
        applicable “doing business” and licensing requirements of the laws of the state
        wherein the Mortgaged Property is located or were not required to be licensed
        in
        such state;

       

      (xvii)  The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
        lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
        of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
        in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
        FNMA
        and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
        Property is located, insuring (subject to the exceptions contained above
        in
        (xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated
        by
        the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
        Loan
        Schedule) clause (d)) the Seller, its successors and assigns as to the first
        priority lien of the Mortgage in the original principal amount of the Mortgage
        Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
        loss by
        reason of the invalidity or unenforceability of the lien resulting from the
        provisions of the Mortgage providing for adjustment in the Mortgage Interest
        Rate and Monthly Payment.  Additionally, such lender’s title insurance
        policy affirmatively insures ingress and egress to and from the Mortgaged
        Property, and against encroachments by or upon the Mortgaged Property or
        any
        interest therein.  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 full 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
        related Mortgage, including the Seller, has done, by act or omission, anything
        which would impair the coverage of such lender’s title insurance
        policy;

       

      (xviii)  Other
        than payments due but not yet 30 days or more delinquent, 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 the Seller has not waived any default,
        breach, violation or event of acceleration.  With respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in full
        force
        and effect, (ii) there is no default, breach, violation or event of acceleration
        existing under such First Lien mortgage or the related mortgage note, (iii)
        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 thereunder, and either (A) the First Lien mortgage contains
        a
        provision which 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;

       

      (xix)  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 law could give rise
        to
        such lien) affecting the related Mortgaged Property which are or may be liens
        prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xx)  The
        Mortgage Loan was originated by the Seller or by a savings and loan association,
        a savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (xxi)  Payments
        on the Mortgage Loan shall commence (with respect to any newly originated
        Mortgage Loans) or commenced no more than sixty days after the proceeds of
        the
        Mortgage Loan were disbursed.  The Mortgage Loan bears interest at the
        Mortgage Interest Rate.  With respect to each Mortgage Loan, the
        Mortgage Note is payable on the first day of each month in Monthly Payments,
        which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
        amortize the original principal balance over the original term thereof (other
        than with respect to a Mortgage Loan identified on the related Mortgage Loan
        Schedule as an interest-only Mortgage Loan during the interest-only period)
        and
        to pay interest at the related Mortgage Interest Rate, and (B) in the case
        of an
        Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
        any
        case, are sufficient to fully amortize the original principal balance over
        the
        original term thereof and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed the period specified on the Mortgage
        Loan Schedule and following the expiration of such interest-only period,
        the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  The
        Mortgage Note does not permit negative amortization.  No Mortgage Loan
        is a Convertible Mortgage Loan;

       

      (xxii)  The
        origination practices used by the Seller and the servicing and collection
        practices used by the Servicer with respect to each Mortgage Note and Mortgage,
        including without limitation the establishment, maintenance and servicing
        of the
        Escrow Accounts and Escrow Payments, if any, since origination have been
        in all
        respects legal, proper, prudent and customary in the mortgage origination
        and
        servicing industry.  The Mortgage Loan has been serviced by the
        Servicer and any predecessor servicer in accordance with all applicable laws,
        rules and regulations, the terms of the Mortgage Note and Mortgage, and the
        FNMA
        and FHLMC servicing guides.  With respect to escrow deposits and
        Escrow Payments (other than with respect to each Mortgage Loan which is
        indicated by the Seller to be a Second Lien Mortgage Loan and for which the
        mortgagee under the First Lien is collecting Escrow Payments (as reflected
        on
        the Mortgage Loan Schedule)), if any, all such payments are in the possession
        of, or under the control of, the Servicer and there exist no deficiencies
        in
        connection therewith for which customary arrangements for repayment thereof
        have
        not been made.  No escrow deposits or Escrow Payments or other charges
        or payments due the Seller have been capitalized under any Mortgage or the
        related Mortgage Note and no such escrow deposits or Escrow Payments are
        being
        held by the Seller or the Servicer for any work on a Mortgaged Property which
        has not been completed;

       

      (xxiii)  The
        Mortgaged Property is free of damage and waste and is in good repair, and
        there
        is no proceeding pending or, to the best of the Seller’s knowledge, threatened
        for the total or partial condemnation thereof nor is such a proceeding currently
        occurring;

       

      (xxiv)  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, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure.  The Mortgaged Property has not been subject to any
        bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
        filed
        for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage;  The Mortgagor has not notified the Seller
        or the Servicer and neither the Seller nor the Servicer has knowledge of
        any
        relief requested or allowed to the Mortgagor under the Servicemembers Civil
        Relief Act;

       

      (xxv)  Unless
        otherwise indicated on the Mortgage Loan Schedule, the Mortgage File contains
        an
        appraisal of the related Mortgaged Property which, (a) with respect to First
        Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
        inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
        form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
        to
        (a) or (b) above, was made and signed, prior to the approval of the Mortgage
        Loan application, by a qualified appraiser, duly appointed by the Seller,
        who
        had no interest, direct or indirect in the Mortgaged Property or in any loan
        made on the security thereof, whose compensation is not affected by the approval
        or disapproval of the Mortgage Loan and who met the minimum qualifications of
        FNMA and FHLMC.  Each appraisal of the Mortgage Loan was made in
        accordance with the relevant provisions of the Financial Institutions Reform,
        Recovery, and Enforcement Act of 1989 as in effect on the date the Mortgage
        Loan
        was originated;

       

      (xxvi)  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 Purchaser to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (xxvii)  No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (xxviii)    The
        Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
        95%
        and the CLTV of any Mortgage Loan at origination was not more than
        100%;  Each Mortgage Loan with an original Loan-to-Value Ratio at
        origination greater than 80% is and will be subject to a Primary Insurance
        Policy, issued by a Qualified Insurer, which insures that portion of the
        Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
        Property as required by FNMA.  All provisions of such Primary
        Insurance Policy have been and are being complied with, such policy is in
        full
        force and effect, and all premiums due thereunder have been paid.  Any
        Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor
        thereunder to maintain such insurance and to pay all premiums and charges
        in
        connection therewith.  The Mortgage Interest Rate for the Mortgage
        Loan does not include any such insurance premium.  If a Mortgage Loan
        is identified on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage
        Insurance Policy, such policy insures that portion of the Mortgage Loan set
        forth in the LPMI Policy.  All provisions of any such 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 Mortgage Interest
        Rate for the Mortgage Loan does not include the insurance premium for any
        LPMI
        Policy;

       

      (xxix)   The
        Mortgaged Property is lawfully occupied under applicable law; 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.  No improvement located on or being part of
        any Mortgaged Property is in violation of any applicable zoning and subdivision
        law, ordinance  or regulation;

       

      (xxx)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of any person, including
        without limitation the Mortgagor, any appraiser, any builder or 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;

       

      (xxxi)  Any
        principal advances made to the Mortgagor prior to the 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 Mortgage Loan Schedule.  The
        lien of the Mortgage securing the consolidated principal amount is expressly
        insured as having (A) first lien priority with respect to each Mortgage Loan
        which is indicated by the Seller to be a First Lien (as reflected on the
        Mortgage Loan Schedule), or (B) second lien priority with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule), in either case, by a title
        insurance policy, an endorsement to the policy insuring the mortgagee’s
        consolidated interest or by other title evidence acceptable to FNMA and
        FHLMC.  The consolidated principal amount does not exceed the original
        principal amount of the Mortgage Loan;

       

      (xxxii)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xxxiii)   The
        Mortgaged Property is in material compliance with all applicable environmental
        laws pertaining to environmental hazards including, without limitation,
        asbestos, 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;

       

      (xxxiv)  No
        Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
        Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”,
“abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan
        (or a similarly designated loan using different terminology) under any federal,
        state or local law, or any other statute or regulation providing assignee
        liability to holders of such mortgage loans, or (c) subject to or in violation
        of any such or comparable federal, state or local statutes or
        regulations.  No Mortgage Loan is a high cost loan or a covered loan,
        as applicable (as such terms are defined in the Standard & Poor’s LEVELS
        Version 5.7 Glossary Revised, Appendix E as of the related Closing
        Date);

       

      (xxxv)    No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (xxxvi)  Each
        Mortgage contains an enforceable provision for the acceleration of the payment
        of the unpaid principal balance of the related Mortgage Loan in the event
        the
        related Mortgaged Property is sold or transferred without the prior consent
        of
        the mortgagee thereunder;

       

      (xxxvii)  With
        respect to each Mortgage Loan which is a Second Lien, (i) the related First
        Lien
        does not provide for negative amortization, and (ii) either no consent for
        the
        Mortgage Loan is required by the holder of the First Lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (xxxviii)  The
        Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
        Charges specifically authorizes such Prepayment Charges to be collected,
        such
        Prepayment Charges are permissible and enforceable in accordance with the
        terms
        of the related Mortgage Loan Documents and all applicable federal, state
        and
        local laws (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) and each
        Prepayment Charge was originated in compliance with all applicable federal,
        state and local laws;

       

      (xxxix)  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, has conducted the requisite due diligence in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations;

       

      (xl)  With
        respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
        MIN
        is accurately provided on the related Mortgage Loan Schedule. The related
        Assignment of Mortgage to MERS has been duly and properly recorded or has
        been
        delivered for recording to the applicable recording office;

       

      (xli)  With
        respect to each MERS Mortgage Loan, neither the Seller nor the Servicer has
        received any notice of liens or legal actions with respect to such Mortgage
        Loan
        and no such notices have been electronically posted by MERS;

       

      (xlii)  The
        sale
        or transfer of the Mortgage Loan by the Seller complies with all applicable
        federal, state, and local laws, rules, and regulations governing such sale
        or
        transfer, including, without limitation, the Fair and Accurate Credit
        Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
        amended from time to time, and the Seller has not received any actual or
        constructive notice of any identity theft, fraud, or other misrepresentation
        in
        connection with such Mortgage Loan or any party thereto.

       

      (xliii)  The
        Mortgage Loan is in compliance with all requirements set forth in the related
        Confirmation, and the characteristics of the related Mortgage Loan Package
        as
        set forth in the related Confirmation are true and correct in all material
        respects;

       

      (xliv)  Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1);

       

      (xlv)  If
        the
        Residential Dwelling on the Mortgaged Property is a condominium unit or a
        unit
        in a planned unit development (other than a de minimis planned unit development)
        such condominium or planned unit development project meets the eligibility
        requirements of FNMA and FHLMC;

       

      (xlvi)  All
        improvements which were considered in determining the Appraised Value of
        the
        related 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;

       

      (xlvii)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (xi) above;

       

      (xlviii)  No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (a)
        paid or partially paid with funds deposited in any separate account established
        by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
        by
        any source other than the Mortgagor or (c) contains any other similar provisions
        which may constitute a “buydown” provision;

       

      (xlix)  The
        Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage
        Loan, and the Mortgage Loan does not have a shared appreciation or other
        contingent interest feature;

       

      (l)  The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (li)  Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded,
        or are
        in the process of being recorded, in the appropriate jurisdictions wherein
        such
        recordation is necessary to perfect the lien thereof as against creditors
        of the
        Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
        Assignment of Mortgage is in recordable form (except for the name of the
        assignee which is blank) and is acceptable for recording under the laws of
        the
        jurisdiction in which the Mortgaged Property is located;

       

      (lii)  Each
        Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
        50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
        originated in compliance with the provisions of Article XVI, Section 50(a)(6)
        of
        the Texas Constitution, Texas Civil Statutes and the Texas Finance
        Code.  With respect to each Texas Refinance Loan that is a Cash Out
        Refinancing, the related Mortgage Loan Documents state that the Mortgagor
        may
        prepay such Texas Refinance Loan in whole or in part without incurring a
        Prepayment Charge.  The Seller does not collect any such Prepayment
        Charges in connection with any such Texas Refinance Loan;

       

      (liii)  Unless
        set forth on the Mortgage Loan Schedule, the source of the down payment with
        respect to each Mortgage Loan has been fully verified by the
        Seller;

       

      (liv)  The
        Seller shall, at its own expense, cause each Mortgage Loan to be covered
        by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
        designee at no cost to the Purchaser or its designee or will reimburse the
        Purchaser for all costs and expenses incurred by the Purchaser in connection
        with the purchase of any such Tax Service Contract;

       

      (lv)  Each
        Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
        is assignable to the Purchaser or its designee at no cost to the Purchaser
        or
        its designee or, for each Mortgage Loan not covered by such Flood Zone Service
        Contract, the Seller agrees to purchase such Flood Zone Service
        Contract;

       

      (lvi)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (lvii)  No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio;

       

      (lviii)  Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Confirmation;

       

      (lix)  No
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia;

       

      (lx)  No
        Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
        hundred percent of the amount financed of any purchase money Second Lien
        Mortgage Loan subject to the NJ Act was used for the purchase of the related
        Mortgaged Property;

       

      (lxi)  With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
        Mortgage Property located in the State of Illinois is in violation of the
        provisions of the Illinois Interest Act, including Section 4.1a which provides
        that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
        per
        annum has lender-imposed fees (or other charges) in excess of 3.0% of the
        original principal balance of the Mortgage Loan;

       

      (lxii)  No
        Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
        as
        a lessee under a ground lease of the related Mortgaged Property;

       

      (lxiii)  No
        Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
        of
        Massachusetts was made to pay off or refinance an existing loan or other
        debt of
        the related borrower (as the term “borrower” is defined in the regulations
        promulgated by the Massachusetts Secretary of State in connection with
        Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
        Interest Rate (that would be effective once the introductory rate expires,
        with
        respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
        than
        2.25% the yield on United States Treasury securities having comparable periods
        of maturity to the maturity of the related Mortgage Loan as of the fifteenth
        day
        of the month immediately preceding the month in which the application for
        the
        extension of credit was received by the related lender or (b) the Mortgage
        Loan
        is an “open-end home loan” (as such term is used in the Massachusetts House Bill
        4880 (2004)) and the related Mortgage Note provides that the related Mortgage
        Interest Rate may not exceed at any time the Prime rate index as published
        in
        The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
        Loan
        is in the "borrower's interest," as documented by a "borrower's interest
        worksheet" for the particular Mortgage Loan, which worksheet incorporates
        the
        factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
        promulgated thereunder for determining "borrower's interest," and otherwise
        complies in all material respects with the laws of the Commonwealth of
        Massachusetts;

       

      (lxiv)  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 can reasonably be expected to cause the Mortgage Loan to be
        an
        unacceptable investment, cause the Mortgage Loan to become delinquent, cause
        the
        Mortgage Loan to not be paid in full when due, or adversely affect the value
        of
        the Mortgage Loan;

       

      (lxv)  The
        Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
        has not received notification from a Mortgagor that a prepayment in full
        shall
        be made after the Closing Date;

       

      (lxvi)  No
        Mortgagor is the obligor on more than two Mortgage Notes;

       

      (lxvii)  With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
        to
        the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
        in exchange for a monetary benefit, including but not limited to a Mortgage
        Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
        the Mortgagor was offered the option of obtaining a Mortgage Loan that did
        not
        require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
        to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
        and
        federal law, (iv) for Mortgage Loans originated on or after September 1,
        2004,
        the duration of the prepayment period shall not exceed three (3) years from
        the
        date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
        the
        prepayment period to no more than three years from the date of the Mortgage
        Note
        and the Mortgagor was notified in writing of such reduction in the prepayment
        period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
        Prepayment Charge longer than five years (vi) notwithstanding any state or
        federal law to the contrary, the  Seller shall not impose such
        Prepayment Charge in any instance when the Mortgage debt is accelerated as
        the
        result of the Mortgagor’s default in making the Monthly Payments;

       

      (lxviii)  No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a Mortgagor without regard for the Mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
        which has no tangible net benefit to the Mortgagor, were employed in connection
        with the origination of the Mortgage Loan.  Each Mortgage Loan is in
        compliance with the anti-predatory lending eligibility for purchase requirements
        of FNMA’s Selling Guide. No Mortgagor was encouraged or required to select a
        Mortgage Loan product offered by the Mortgage Loan’s originator which is a
        higher cost product designed for less creditworthy borrowers, unless at the
        time
        of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
        account credit history and debt to income ratios for a lower cost credit
        product
        then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
        Loan’s originator.  If, at the time of the related loan application,
        the Mortgagor may have qualified for a lower cost credit product then offered
        by
        any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      (lxix)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles 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 ability to make timely
        payments on the Mortgage Loan;

       

      (lxx)  All
        points, fees and charges, including finance charges (whether or not financed,
        assessed, collected or to be collected), in connection with the origination
        and
        servicing of each Mortgage Loan were disclosed in writing to the related
        Mortgagor in accordance with applicable state and federal law and
        regulation.  Except in the case of a Mortgage Loan in an original
        principal amount of less than $60,000 which would have resulted in an
        unprofitable origination, no related Mortgagor was charged “points and fees”
(whether or not financed) in an amount greater than 5% of the principal amount
        of such loan, such 5% limitation is calculated in accordance with FNMA’s
        anti-predatory lending requirements as set forth in the FNMA Selling
        Guide;

       

      (lxxi)  No
        Mortgagor was required to purchase any credit life, disability, accident
        or
        health insurance product or debt cancellation agreement as a condition of
        obtaining the extension of credit.  No Mortgagor obtained a prepaid
        single premium credit life, disability, accident or health insurance policy
        in
        connection with the origination of the Mortgage Loan, and no proceeds from
        any
        Mortgage Loan were used to finance single-premium credit insurance policies
        or
        debt cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Mortgage Loan;

       

      (lxxii)  The
        Servicer and any predecessor servicer has fully furnished, 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 (three
        of
        the credit repositories) on a monthly basis; and the Servicer will 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 Credit Information
        Company (three of the credit repositories), on a monthly basis; and

       

      With
        respect to each Mortgage Loan,
        neither the related Mortgage nor the related Mortgage Note requires the
        Mortgagor to submit to arbitration to resolve any dispute arising out of
        or
        relating in any way to the Mortgage Loan transaction;  No Mortgagor
        agreed to submit to arbitration to resolve any dispute arising out of or
        relating in any way to the Mortgage Loan transaction.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      Representation
        and Warranties with Respect to the Argent Mortgage Loans

      


      Except
        for “Mortgage Loans”, which
        shall mean the Argent Mortgage Loans sold by the Seller to the Purchaser,
        all
        capitalized terms in this Exhibit B shall have the meanings ascribed to them
        in
        the Argent Purchase Agreement.

      


      The
        Company hereby represent and warrant to the Purchaser that, as to each Mortgage
        Loan, as of the related Closing Date, or as of such date specifically provided
        herein:

       

      1.
        The
        information set forth in the Mortgage Loan Schedule is complete, true and
        correct as of the related Cut-off Date;

       

      2.
        As of
        the Closing Date, the Mortgage Loan is in compliance with all requirements
        set
        forth in the Term Sheet;

       

      3.
        As of
        the related Closing Date, the Company has not advanced funds, or induced,
        solicited or knowingly received any advance of funds from a party other than
        the
        owner of the related Mortgaged Property, directly, for the payment of any
        amount
        required by the Mortgage Note or Mortgage, and no Mortgage Loan has been
        delinquent for more than thirty (30) days in the prior twelve (12)
        months;

       

      4.
        As of
        the related Closing Date, there are no delinquent taxes or insurance premiums
        affecting the related Mortgaged Property;

       

      5.
        As of
        the related Closing Date, the terms of the Mortgage Note and the Mortgage
        have
        not been impaired, waived, altered or modified in any respect, except by
        written
        instruments, recorded in the applicable public recording office if necessary
        to
        maintain the lien priority of the Mortgage, and which have been delivered
        to the
        Custodian; the substance of any such waiver, alteration or modification has
        been
        approved by the title insurer, to the extent required by the related policy,
        and
        is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
        or modification has been executed, and no Mortgagor has been released, in
        whole
        or in part, except in connection with an assumption agreement approved by
        the
        title insurer, to the extent required by the policy, and which assumption
        agreement has been delivered to the Custodian and the terms of which are
        reflected in the Mortgage Loan Schedule;

       

      6.
        The
        Mortgage Note and the Mortgage are not subject to any valid right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and the Mortgage, or the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any such valid right of rescission, set-off, counterclaim
        or defense, including the defense of usury and no such valid right of
        rescission, set-off, counterclaim or defense has been asserted with respect
        thereto;

       

      7.
        As of
        the related Closing Date, all buildings upon the Mortgaged Property are insured
        by a generally acceptable insurer against loss by fire, hazards of extended
        coverage 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 the Servicing Addendum. All such insurance policies contain
        a
        standard mortgagee clause naming the originator, its successors and assigns
        as
        mortgagee and all premiums thereon are paid current. If upon origination
        of the
        Mortgage Loan, the Mortgaged Property was in an area identified on a Flood
        Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
        Management Agency as having special flood hazards (and such flood insurance
        has
        been made available) a flood insurance policy meeting the requirements of
        the
        current guidelines of the Federal Insurance Administration is in effect which
        policy conforms to the requirements of Fannie Mae and Freddie Mac. Except
        as may
        otherwise be limited by applicable law, the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
        and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor’s cost and expense and to seek
        reimbursement therefor from the Mortgagor;

       

      8.
        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 laws and/or all
        predatory and abusive lending laws applicable to the origination and servicing
        of the Mortgage Loan have been complied with. Any and all disclosure statements
        required to be made by the Mortgagor relating to such requirements are and
        will
        remain in the Mortgage File;

       

      9.
        As of
        the related Closing Date, 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,
        cancellation, subordination, rescission or release;

       

      10.
        The
        Mortgage creates a valid first or second lien, as applicable, in the related
        Mortgaged Property as reflected on the Mortgage Loan Schedule;

       

      11.
        The
        related Mortgage is a valid, existing and enforceable first or second lien,
        as
        applicable, on the related Mortgaged Property, including all improvements
        on the
        related Mortgaged Property subject only to (i) the lien of current real property
        taxes and assessments not yet due and payable, (ii) covenants, conditions
        and
        restrictions, rights of way, easements, mineral right reservations and other
        matters of the public record as of the date of recording of such Mortgage
        being
        acceptable to mortgage lending institutions generally and specifically referred
        to in the lender’s title insurance policy delivered to the originator of the
        related Mortgage Loan and which do not adversely affect the Appraised Value
        of
        the related Mortgaged Property and (iii) 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 related Mortgage or the use, enjoyment,
        value (as determined by Appraised 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, enforceable and perfected first
        lien and first priority security interest on the property described therein,
        and
        the Company has the full right to sell and assign the same to the
        Purchaser;

       

      12.
        The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms;

       

      13.
        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. The Mortgagor is a natural person, at least one Mortgagor is
        a
        party to the Mortgage Note, and the Mortgage is in an individual
        capacity;

       

      14.
        Excluding any Mortgage Loan subject to an escrow holdback, the proceeds of
        the
        Mortgage Loan have been fully disbursed to or for the account of the Mortgagor
        and there is no obligation for the Mortgagee to advance additional funds
        thereunder and any and all requirements as to completion of any on-site or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with. All costs, fees and expenses incurred in making or closing
        the Mortgage Loan and the recording of the Mortgage have been paid, and the
        Mortgagor is not currently entitled to any refund of any amounts paid or
        due to
        the Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      15.
        As of
        the related Closing Date and immediately prior to the sale of the Mortgage
        Loan
        hereunder, the Company is the sole legal, beneficial and equitable owner
        of the
        Mortgage Note and the Mortgage and has full right to transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien,
        pledge, charge, claim or security interest excepting therefrom warehouse
        lending
        arrangements security interests which will be released concurrent with the
        closing of the sale to the Purchaser;

       

      16.
        As of
        the related Closing Date, 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)
        in
        compliance with any and all applicable “doing business” and licensing
        requirements of the laws of the state wherein the Mortgaged Property is
        located;

       

      17.
        The
        Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
        case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
        endorsement, such endorsement substantially in the form of ALTA Form 6.0
        or 6.1,
        issued by a title insurer and qualified to do business in the jurisdiction
        where
        the Mortgaged Property is located, insuring the Interim Servicer, its successors
        and assigns as to the first priority lien of the Mortgage in the original
        principal amount of the Mortgage Loan and, with respect to an Adjustable
        Rate
        Mortgage Loan, against any loss by reason of the invalidity or unenforceability
        of the lien resulting from the provisions of the Mortgage providing for
        adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
        such
        lender’s title insurance policy affirmatively insures ingress and egress to and
        from the Mortgaged Property, and against encroachments by or upon the Mortgaged
        Property or any interest therein. The Originator and its successors and assigns
        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 full force
        and
        effect upon the consummation of the transactions contemplated by this Agreement.
        Such lender’s title insurance policy does not require the consent of or
        notification to the related insurer for assignment to the
        Purchaser.

       

      18.
        As of
        the related Closing Date, no claims have been made under such lender’s title
        insurance policy, and no prior holder of the related Mortgage, including
        the
        Company, has done, by act or omission, anything which would impair the coverage
        of such lender’s title insurance policy;

       

      19.
        As of
        the related Closing Date, 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 as of such Closing Date, the Company or the Interim Servicer
        has not waived any default, breach, violation or event of acceleration, except
        as otherwise provided in this Agreement. For purposes of the foregoing, a
        delinquent payment of less than thirty (30) days on a Mortgage Loan in and
        of
        itself does not constitute a default, breach, violation or event of acceleration
        with respect to such Mortgage Loan.

       

      20.
        As of
        the related Closing Date, 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 law could give rise to such lien) affecting the related Mortgaged
        Property which are or may be liens prior to, or equal or coordinate with,
        the
        lien of the related Mortgage;

       

      21.
        All
        improvements which were considered in determining the Appraised Value of
        the
        related 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. Each appraisal has been
        performed in accordance with the provisions of the Financial Institutions
        Reform, Recovery and Enforcement Act of 1989;

       

      22.
        The
        Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
        by the Secretary of Housing and Urban Development pursuant to Sections 203
        and
        211 of the National Housing Act, a savings and loan association, a savings
        bank,
        a commercial bank, mortgage banker, credit union, insurance company or similar
        banking institution which is supervised and examined by a federal or state
        authority or (ii) acquired by the Company or its affiliates directly through
        loan brokers or correspondents such that (a) the Mortgage Loan was originated
        in
        conformity with the Underwriting Guidelines and (b) the Company or its
        affiliates approved the Mortgage Loan prior to funding;

       

      23.
        Principal payments on the Mortgage Loan are scheduled to commence no more
        than
        sixty days after the proceeds of the Mortgage Loan are disbursed. The Mortgage
        Loan bears interest at the Mortgage Interest Rate. The Mortgage Note is payable
        on the first day of each month in Monthly Payments. Interest on the Mortgage
        Loan is calculated on the basis of a 360-day year consisting of twelve 30-day
        months. The Mortgage Note does not permit negative amortization;

       

      24.
        The
        origination and collection practices used by the Company and the Interim
        Servicer, as applicable, with respect to each Mortgage Note and Mortgage
        have
        been in all respects legal, proper, reasonable and customary in the mortgage
        origination and servicing industry. The Mortgage Loan has been serviced by
        the
        Interim Servicer and any predecessor servicer in accordance with the terms
        of
        the Mortgage Note and applicable law. With respect to escrow deposits and
        Escrow
        Payments, if any, all such payments (so long as the Company is acting as
        Interim
        Servicer) are in the possession of, or under the control with, the Interim
        Servicer, and there exist no deficiencies in connection therewith for which
        customary arrangements for repayment thereof have not been made. No escrow
        deposits or Escrow Payments or other charges or payments due the Interim
        Servicer have been capitalized under any Mortgage or the related Mortgage
        Note;

       

      25.
        As of
        the related Closing Date, the Mortgaged Property is free of material damage
        and
        waste and there is no proceeding pending for the total or partial condemnation
        thereof;

       

      26.
        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, (i) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
        the related Closing Date, since the date of origination of the Mortgage Loan,
        the Mortgaged Property has not been subject to any bankruptcy proceeding
        or
        foreclosure proceeding and the Mortgagor has not filed for protection under
        applicable bankruptcy laws. There is no homestead or other exemption available
        to the Mortgagor, which would materially interfere with the right to sell
        the
        Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
        As of the related Closing Date, the Mortgagor has not notified the Interim
        Servicer or the Company and the Company or the Interim Servicer has no knowledge
        of any relief requested or allowed to the Mortgagor under the Servicemembers
        Civil Relief Act formerly known as the Soldiers and Sailors Civil Relief
        Act of
        1940;

       

      27.
        The
        related Mortgaged Property is not a leasehold estate or, if such Mortgaged
        Property is a leasehold estate, the remaining term of such lease is at least
        five (5) years greater than the remaining term of the related Mortgage
        Note;

       

      28.
        The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to
        above;

       

      29.
        The
        Mortgage File contains an appraisal or insured AVM of the related Mortgaged
        Property made prior to the approval of the Mortgage Loan. In the case of
        an
        appraisal it was made by a staff or third party qualified appraiser who had
        no
        interest, direct or indirect in the Mortgaged Property or in any loan made
        on
        the security thereof, whose compensation is not affected by the approval
        or
        disapproval of the Mortgage Loan, for whom no conflict of interest is present
        and who met the minimum qualifications of USPAP;

       

      30.
        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 Purchaser to the trustee under the deed of trust,
        except in connection with a trustee’s sale after default by the
        Mortgagor;

       

      31.
        No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (i)
        paid or partially paid with funds deposited in any separate account established
        by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
        paid
        by any source other than the Mortgagor or (iii) contains any other similar
        provisions which may constitute a “buydown” provision. 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;

       

      32.
        The
        Mortgagor has received all disclosure materials required by applicable law
        with
        respect to the making of a Refinanced Mortgage Loan, and evidence of such
        receipt is and will remain in the Mortgage File;

       

      33.
        The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered with respect to each Mortgage Loan pursuant to the
        Custodial Agreement, have been delivered to the Custodian all in compliance
        with
        the specific requirements of the Custodial Agreement;

       

      34.
        As of
        the related Closing Date, the Mortgaged Property is lawfully occupied under
        applicable law and if it is the borrower’s primary residence is not vacant
        within ninety (90) days of the related Closing Date (with notice from and
        proof
        of such vacancy by the Purchaser); 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, have been made or
        obtained from the appropriate authorities;

       

      35.
        The
        Assignment of Mortgage, is in recordable form and (other than with respect
        to
        the blank assignee and the lack of mortgage recordation information) is
        acceptable for recording under the laws of the jurisdiction in which the
        Mortgaged Property is located. When endorsed as provided for in this Agreement,
        the Mortgage Notes will be duly endorsed under applicable law;

       

      36.
        Any
        principal advances made to the Mortgagor 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. So long as the Company is acting as Interim Servicer,
        the lien of the Mortgage securing the consolidated principal amount is expressly
        insured as having first lien priority 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 and Freddie Mac. So long as
        the
        Company is acting as Interim Servicer, the consolidated principal amount
        does
        not exceed the original principal amount of the Mortgage Loan;

       

      37.
        No
        Mortgage Loan has a balloon payment feature;

       

      38.
        If
        the Residential Dwelling on the Mortgaged Property is a condominium unit
        or a
        unit in a planned unit development (other than a de minimis planned unit
        development) such condominium or planned unit development project is not
        ineligible under Fannie Mae’s eligibility requirements;

       

      39.
        No
        statement, report or other document constituting a part of the Mortgage Loan
        Documents contains any material untrue statement of fact or omits to state
        a
        fact necessary to make the statements contained therein not misleading which
        would, either individually or in the aggregate, have a material adverse effect
        on the value of the Mortgage Loans;

       

      40.
        Each
        Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
        860G(a)(3) of the Code;

       

      41.
        As of
        the related Closing Date, no Mortgage Loan has an LTV of more than
        100%;

       

      42.
        No
        Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
        state, local or federal predatory and abusive lending laws, including, but
        not
        limited to, the Georgia Fair Lending Act and Section 6 L of the New York
        State
        Banking Law;

       

      43.
        With
        respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
        requirements of Section 50, Article XVI of the Texas Constitution applicable
        to
        Texas Home Equity Loans which were in effect at the time of the origination
        of
        the Mortgage Loan have been complied with. Specifically, without limiting
        the
        generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
        Property or such owner’s spouse, to any person, that were necessary to
        originate, evaluate, maintain, record, insure or service the Mortgage Loan
        are
        reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
        Loan was closed only at the office of the mortgage lender, an attorney at
        law,
        or a title company; (iii) the mortgagee has not been found by a federal
        regulatory agency to have engaged in the practice of refusing to make loans
        because the applicants for the loans reside or the property proposed to secure
        the loans is located in a certain area; (iv) the owner of the Mortgaged Property
        was not required to apply the proceeds of the Mortgage Loan to repay another
        debt except debt secured by the Mortgaged Property or debt to a lender other
        than the mortgagee; (v) the owner of the Mortgaged Property did not sign
        any
        documents or instruments relating to the Loan in which blanks were left to
        be
        filled in; and (vii) if discussions between the mortgagee and the Mortgagor
        were
        conducted primarily in a language other than English, the mortgagee provided
        to
        the owner of the Mortgaged Property, prior to closing, a copy of the notice
        required by Section 50(g), Article XVI of the Texas Constitution translated
        into
        the written language in which the discussions were conducted;

       

      44.
        All
        notices, acknowledgments and disclosure statements required by Section 50,
        Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
        are
        contained in the Mortgage File for each such Mortgage Loan;

       

      45.
        All
        cash-out Mortgage Loans secured by real property in the state of Texas shall
        be
        made in accordance with Texas law;

       

      46.
        The
        Mortgage Loans are not subject to the requirement of the Home Ownership and
        Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
        in violation of, any applicable state or local law, ordinance or regulation
        similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
        by HOEPA or any other applicable predatory or abusive lending laws and (ii)
        no
        Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
        the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
        similarly classified loan using different terminology under a law imposing
        heightened regulatory scrutiny or additional legal liability for resident
        mortgage loans having high interest rates, points and/or fees);

       

      47.
        No
        Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
        Security Act of 2002;

       

      48.
        With
        respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
        Charge, at the time of the origination of the related Mortgage Loan, is
        enforceable and in compliance with all applicable local, state and federal
        law;

       

      49.
        No
        Mortgage Loan is: (i) subject to the City of Oakland, California Ordinance
        12361
        as a home loan; or (ii) a subsection 10 mortgage under the Oklahoma Home
        Ownership and Equity Protection Act;

       

      50.
        As of
        the related Closing Date, the Mortgaged Property is being primarily used
        as a
        Residential Dwelling for residential purposes;

       

      51.
        The
        Company has obtained a life of loan, transferable real estate tax service
        contract on each Mortgage Loan and such contract is assignable without penalty,
        premium or cost to the Purchaser;

       

      52.
        The
        Company has obtained a life of loan, transferable flood certification contract
        for each Mortgage Loan and such contract is assignable without penalty, premium
        or cost to the Purchaser;

       

      53.
        The
        Mortgage Loans conform in all material respects to the Underwriting
        Guidelines;

       

      54.
        No
        Mortgage Loan originated on or after October 1, 2002 and before March 7,
        2003 is
        secured by a Mortgaged Property located in the State of Georgia; No Mortgage
        Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;

       

      55.
        No
        proceeds from any Mortgage Loan were used to finance single-premium credit
        insurance policies;

       

      56.
        No
        subprime Mortgage Loan originated on or after October 1, 2002 will impose
        a
        Prepayment Charge for a term in excess of three years; No Mortgage Loan
        originated prior to such date nor any non-subprime Mortgage Loan will impose
        prepayment charges in excess of five years;

       

      57.
        In
        connection with any Mortgage Loan, the Interim Servicer has fully furnished,
        and
        will fully furnish in accordance with the Fair Credit Reporting Act and its
        implementing regulations, accurate and complete information (i.e., favorable
        and
        unfavorable) on its borrower credit files to Equifax, Experian and Trans
        Union
        Credit Information Company, on a monthly basis;

       

      58.
        No
        Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
        defined by the applicable federal, state or local predatory and abusive lending
        laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
        such
        terms are defined in the then current Standard & Poor’s LEVELS Glossary
        Revised, Appendix E);

       

      59.
        No
        fraud was committed in connection with the origination of any Mortgage Loan;
        provided, however, the Company does not represent or warrant the accuracy
        of the
        qualifying income stated (provided that such stated income is not grossly
        unreasonable when considering all relevant factors relating to such Mortgagor,
        including without limitation, geographic area, unique expertise, years in
        the
        field of employment, etc) by the related Mortgagor(s) in connection with
        a
        Mortgage Loan that does not require income verification as defined in the
        Underwriting Guidelines;

       

      60.
        The
        Mortgaged Property is in material compliance with all applicable environmental
        laws, and is free from any and all toxic or hazardous substances, other than
        those commonly used for homeowner repair and maintenance and/or household
        purposes, and there exists no pending action or proceeding directly involving
        the Mortgaged Property in which compliance with any environmental law, rule
        or
        regulation is an issue;

       

      61.
        The
        Mortgage Loan was not prepaid in full prior to the related Closing Date and
        the
        Company has not received written notification from the Mortgagor that a
        prepayment in full will be made following the Closing Date;

       

      62.
        The
        Company has materially complied with all applicable anti-money laundering
        laws
        and regulations, including without limitation the USA Patriot Act of
        2001;

       

      63.
        With
        respect to any Mortgage Loan or the underlying security related thereto,
        neither
        the related Mortgage nor the related Mortgage Note requires the Mortgagor
        to
        submit to arbitration to resolve any dispute arising out of or relating in
        any
        way thereto; and

       

      64.
        No
        Mortgage Loan secured by a Mortgaged Property located in the State of Illinois
        is in violation of the provisions of the Illinois Interest Act, including
        Section 4.1a which provides that no Mortgage Loan with a Mortgage Interest
        Rate
        in excess of 8.0% per annum has lender-imposed fees (or other charges) in
        excess
        of 3.0% of the original principal balance of the related Mortgage
        Loan.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      Representation
        and Warranties with Respect to the LoanCity Mortgage Loans, the MetroCity
        Mortgage Loans, the Mission 1 Mortgage Loans, the Sea Breeze Mortgage Loans
        and
        the Secured Bankers Mortgage Loans

      


      Except
        for “Mortgage Loans”, which
        shall mean the LoanCity Mortgage Loans, the MetroCity Mortgage Loans, the
        Mission 1 Mortgage Loans, the Sea Breeze Mortgage Loans and the Secured Bankers
        Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms
        in
        this Exhibit C shall have the meanings ascribed to them in the CitiMortgage
        Purchase Agreement.

      


      Seller
        hereby represents and warrants to Purchaser that, as to each Mortgage Loan,
        as
        of the applicable Closing Date (or such other date as may be specified
        herein):

       

      i)  The
        information set forth on the Mortgage Loan Schedule and the magnetic tape
        or
        diskette delivered to Purchaser by Seller is complete, true and
        correct;

       

      ii)  The
        Mortgage Note and the Mortgage have not been assigned or pledged, and Seller
        has
        good and marketable title thereto, and Seller is the sole owner and holder
        of
        the Mortgage Loan free and clear of any and all liens, claims, encumbrances,
        participation interests, equities, pledges, charges or security interests
        of any
        nature and has full right and author­ity, subject to no interest or
        participation of, or agreement with, any other party, to sell and assign
        the
        same pursuant to this Agreement;

       

      iii)  The
        Mortgage is a valid, enforceable and subsisting first lien on the property
        therein described, and the Mortgaged Property is free and clear of any and
        all
        adverse claims, encumbrances and liens having priority over the first lien
        of
        the Mort­gage except for (i) liens for current real estate taxes and special
        assessments not yet due and payable, (ii) covenants, conditions and
        restrictions, rights of way, easements and other matters of public record
        as of
        the date of recording being 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 which do not adversely
        affect the Appraised Value of the Mortgaged Property, and (iii) 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 the Mortgage Loan and delivered to Purchaser establishes
        in
        Seller a valid, enforceable and sub­sisting first lien and first priority
        security interest with respect to each first lien Mortgage Loan on the property
        described therein, and Seller has full right to sell and assign the same
        to
        Purchaser.  The Mortgaged Property was not, as of the date of
        origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
        to
        secure debt or other security instrument creating a lien subordinate to the
        lien
        of the Mortgage;

       

      iv)  Except
        to
        the extent of a discharge Chapter 7, the terms of the Mortgage Note and the
        Mortgage have not been impaired, waived, altered or modified in any respect,
        except by a written instrument which has been recorded in the appropriate
        public
        recording office, if required by law, or, if necessary, to protect the interest
        of Purchaser and which have been delivered to Purchaser.  The
        substance of any such alteration or modification is reflected on the Mortgage
        Loan Schedule and has been approved by the issuer of any related Primary
        Mortgage Insurance Policy, if any, and the title insurer, to the extent required
        by the related policy;

       

      v)  Except
        to
        the extent of a discharge Chapter 7, no instrument of release, alteration,
        modification or waiver has been executed in connection with the Mortgage
        Loan,
        and no Mortgagor has been released, in whole or in part, except in connection
        with an assumption agreement which has been approved by the issuer of any
        Private Mortgage Insurance Policy, if any, and the title insurer, to the
        extent
        required by the related policy, and except such Mortgage Loan which contains
        in
        the related Mortgage File, as set forth on the related Mortgage Loan Schedule,
        evidence of a release or waiver or an assumption agreement discharging the
        original borrower from all of the debt obligations in connection with the
        related Mortgage Loan and providing for the assumption of all such debt
        obligations by the party assuming the obligations under the Mortgage Loan
        and,
        in each case, terms of which are reflected in the Mortgage Loan
        Schedule;

       

      vi)  All
        taxes, governmental assessments, insurance premiums, water, sewer and municipal
        charges, leasehold payments or ground rents 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 and except as permitted in clause
        (l),
        there are no defaults in complying with the terms of the
        Mortgage.  Seller has not advanced funds, or induced, solicited or
        knowingly received any advance of funds by a party other than the Mortgagor,
        directly or indirectly, for the payment of any amount required by the Mortgage
        Note or Mortgage, except for interest accruing from the date of the Mortgage
        Note or date of disbursement of the Mortgage proceeds, whichever is greater,
        to
        the day which precedes by one month the Due Date of the first installment
        of
        principal and interest;

       

      vii)  The
        Mortgaged Property is free of material damage and waste and there is no
        proceeding pending or threatened for the total or partial condemnation of
        the
        Mortgaged Property, nor is such a proceeding currently occurring, and such
        property is undamaged by waste, fire, earthquake or earth movement, windstorm,
        flood, tornado or other casualty, so as to affect materially and adversely
        the
        value of the Mortgaged Property as security for the Mortgage Loan or the
        use for
        which the premises were intended;

       

      viii)  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 law could give rise
        to
        such lien) affecting the Mortgaged Property which are, or may be, liens prior
        or
        equal to, or coordinate with, the lien of the related Mortgage unless such
        lien
        is insured under the related title insurance policy;

       

      ix)  All
        improvements which were included for the purpose of determining the Appraised
        Value of the Mortgaged Property lie wholly within the boundaries and building
        restriction lines of the Mortgaged Property and, to Seller's knowledge, no
        improvements on adjoining properties encroach upon the Mortgaged Property
        (other
        than minor encroachments (i) which do not affect the value of the Mortgage
        Loan
        or the Purchaser’s interest therein and (ii) to which properties similar to the
        Mortgaged Property within the same jurisdiction are commonly subject and
        which
        do not interfere with the benefits of the security intended to be provided
        by
        the related Mortgage or the use, enjoyment, value or marketability of the
        related Mortgaged Property).  Each appraisal has been performed in
        accordance with the provisions of Title XI of FIRREA and the regulations
        promulgated thereunder;

       

      x)  No
        improvement located on or being part of the Mortgaged Property is in violation
        of any applicable zoning law or regulation and 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 and the Mortgaged Property is lawfully occupied under applicable
        law;

       

      xi)  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) (i) in compliance with any and all
        applicable licensing requirements of the laws of the state wherein the Mortgaged
        Property is located, and (ii) either (1) organized under the laws of such
        state,
        or (2) qualified to do business in such state, or (3) federal savings and
        loan
        associations, federal savings banks or national banks having authorized offices
        in such state, or (4) not doing business in such state;

       

      xii)  Unless
        otherwise disclosed in the Commitment Letter, all Monthly Payments due prior
        to
        the related Cut-off Date for such Mortgage Loan have been made by the related
        Closing Date and no Monthly Payment due under any Mortgage Loan has been
        more
        than thirty (30) days due past the related Due Date, exclusive of any grace
        period, within the prior twelve months prior to the Cut-off Date.  The
        Seller has not advanced funds, or induced, solicited or knowingly received
        any
        advance of funds from a party other than the owner of the related Mortgaged
        Property, directly or indirectly, for the payment of any amount required
        by the
        Mortgage Note or Mortgage;

       

      xiii)  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, except in connection with an assumption agreement which has been
        delivered to the Purchaser; and any such release is reflected on the Mortgage
        Loan Schedule;

       

      xiv)  The
        Mortgage File contains each of the documents and instruments specified to
        be
        included therein duly executed and in due and proper form, and each such
        document or instrument is in form acceptable to Fannie Mae or Freddie Mac,
        and
        each Mortgage Note, Mortgage, and appraisal are on forms acceptable to Fannie
        Mae or Freddie Mac;

       

      xv)  The
        Mortgage Note and the related Mortgage are genuine, and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms, except as enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization or other similar laws relating to or affecting
        the
        enforcement of creditors' rights and by general principles of
        equity.  All parties to the Mortgage Note and the Mort­gage had
        legal capacity to execute the Mortgage Note and the Mortgage, and each Mortgage
        Note and Mortgage have been duly and properly executed by such
        parties;

       

      xvi)  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, predatory and abusive lending, equal credit opportunity
        or
        disclo­sure laws applicable to the originating or servicing of the Mortgage
        Loans have been complied with and the consummation of the transactions
        contemplated hereby will not involve the violation of any such
        laws;

       

      xvii)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor, there is no requirement for future advances thereunder and
        any
        and all requirements as to comple­tion of any on-site or off-site
        improvements and as to disbursements of any escrow funds therefor have been
        complied with.  All costs, fees and expenses incurred in making or
        closing Mortgage Loans 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;

       

      xviii)  Any
        future advances made prior to the 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 Mort­gage Loan Schedule.  The lien
        of the Mortgage securing the consolidated principal amount is expressly insured
        as having first lien priority 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;

       

      xix)  All
        improvements upon the Mortgaged Property are insured by a Qualified Insurer
        against loss by fire, hazards of extended coverage 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 10.15
        hereof.  All individual insurance policies (collectively, the "hazard
        insurance policy") are in full force and effect and are the valid and binding
        obligation of the insurer and contain a standard mortgagee clause naming
        Seller,
        its successors and assigns, as mortgagee.  All premiums thereon have
        been paid.  If the Mortgaged Property is in an area identified in the
        Federal Register by the Federal Emergency Management Agency as having special
        flood hazards (and such flood insurance has been made available) Seller will
        cause to be maintained a flood insurance policy meeting the requirements
        of the
        current guide­lines of the Federal Insurance Administration with an
        insurance carrier acceptable to Fannie Mae and Freddie Mac, in an amount
        representing coverage not less than the least of (i) the out­standing
        principal balance of the Mortgage Loan, (ii) the full insurable value of
        the
        Mortgaged Property, or (iii) the maximum amount of insurance available under
        the
        Flood Disaster Protection Act of 1973, as amended.  The Mortgage
        obligates the Mortgagor thereunder to maintain all such insurance at the
        Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
        authorizes the holder of the Mortgage to obtain and maintain such insurance
        at
        the Mortgagor's cost and expense and to seek reimbursement therefor from
        the
        Mortgagor;

       

      xx)  There
        is
        no default, breach, violation or event of acceleration existing under the
        Mortgage or the related Mortgage Note and, to Seller's knowledge, 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 Seller has not waived any default, breach, violation or
        event
        of acceleration;

       

      xxi)  The
        Mortgage Note and the Mortgage are 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 the defense of
        usury, and no such right of rescission, set-off, counterclaim or defense
        has
        been asserted with respect thereto; and unless otherwise disclosed in the
        Commitment Letter, the Mortgagor is not  and was not at the time the
        Mortgage Loan was originated, a debtor in any state or federal bankruptcy
        or
        insolvency proceeding;

       

      xxii)  No
        Mortgage Loan has an LTV greater than 100%.  If a Mortgage Loan has an
        LTV greater than 80%, the excess of the principal balance of the Mortgage
        Loan
        over 75% of the Appraised Value, with respect to a Refinanced Mortgage Loan,
        or
        the lesser of the Appraised Value or the purchase price of the Mortgaged
        Property, with respect to a purchase money Mortgage Loan, is insured as to
        payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
        Insurer.  All provisions of such Primary Mortgage Insurance Policy
        have been and are being complied with, such policy is in full force and effect,
        and all premiums due thereunder have been paid.  No action, inaction,
        or event has occurred and no state of facts exists that has, or will result
        in
        the exclusion from, denial of, or defense to coverage.  Any Mortgage
        Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor
        thereunder to maintain the Primary Mortgage Insurance Policy and to pay all
        premiums and charges in connection therewith until such time as applicable
        law
        allows the termination of such insurance. The mortgage interest rate for
        the
        Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such
        insurance premium;

       

      xxiii)  The
        Mortgage Note is not 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 Section
        6.01(c);

       

      xxiv)  The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        which 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, (i) in the case of a Mortgage designated as
        a deed
        of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure,
        subject
        only to rights of redemption, seizure and other laws that would not materially
        interfere with the ultimate realization of the benefits of the
        security.  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;

       

      xxv)  No
        fraud,
        error, omission, misrepresentation, negligence or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of Seller or the
        Mortgagor or, to the best of Seller’s knowledge, any other party involved in the
        origination of the Mortgage Loan;

       

      xxvi)  As
        to
        Mortgage Loans that are not Co-op Loans, the Mortgaged Property is located
        in
        the state identified in the Mortgage Loan Schedule and consists of a single
        parcel of real property with a detached single family residence erected thereon,
        or a townhouse, 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 de minimis planned unit development, provided, however,
        that no
        residence or dwelling is a single parcel of real property with a cooperative
        housing corporation erected thereon, or a mobile home.  As of the date
        of origination, no portion of the Mortgaged Property was used for commercial
        purposes, and since the date of origination no portion of the Mortgaged Property
        has been used for commercial purposes.  If the Mortgaged Property is a
        condominium unit or a planned unit development (other than a de minimis planned
        unit development), or stock in a cooperative housing corporation, such
        condominium, cooperative or planned unit development project meets the Seller’s
        eligibility requirements as set forth in the Underwriting Standards or as
        may
        otherwise be set forth and agreed to in the related Commitment
        Letter;

       

      xxvii)  There
        exist no deficiencies with respect to escrow deposits and payments, if such
        are
        required, for which customary arrangements for repayment thereof have not
        been
        made, and, to Seller's knowledge, no escrow deposits or payments of other
        charges or payments due Seller have been capital­ized under the Mortgage or
        the related Mortgage Note;

       

      xxviii)  The
        origination, collection and servicing practices used by Seller with respect
        to
        the Mortgage Note and Mortgage have been in all respects legal and customary
        in
        the mortgage servicing business;

       

      xxix)  Each
        Mortgage Loan that is not Co-op Loan is covered by an ALTA or CLTA mortgage
        title insurance policy acceptable to Fannie Mae or Freddie Mac, or such other
        generally acceptable form of policy or insurance, issued by and the valid
        and
        binding obligation of a Qualified Insurer, insuring Seller, its successors
        and
        assigns, as to the first priority lien of the Mortgage in the original principal
        amount of the Mortgage Loan and against any loss by reason of the invalidity
        or
        unenforceability of the lien resulting from the provisions of the
        Mortgage.  Such mortgage title insurance policy insures Seller, its
        successors and assigns as mortgagee and the assignment to Purchaser of Seller's
        interest in such mortgage title insurance policy does not require the consent
        of
        or notification to the insurer, such mortgage title insurance policy is in
        full
        force and effect and will be in full force and effect and inure to the benefit
        of Purchaser upon the consummation of the trans­actions contemplated by this
        Agreement.  No claims have been made under such mortgage title
        insurance policy and, to Seller's knowledge, no prior holder of the related
        Mortgage, including Seller, has done, by act or omission, anything which
        would
        impair the coverage of such mortgage title insurance policy;

       

      xxx)  Except
        with respect to Interest Only Mortgage Loans, principal payments on the Mortgage
        Loan commenced no more than sixty (60) days after the proceeds of the Mortgage
        Loan were disbursed.  The Mortgage Loan bears interest at the Mortgage
        Interest Rate.  With respect to each Mortgage Loan, the Mortgage Note
        has an original term of not more than thirty (30) years and is payable on
        the
        first day of each month; provided, however, in the case of a balloon Mortgage
        Loan, the Mortgage Loan matures at least five (5) years after the first payment
        date thereby requiring a final payment of the outstanding principal balance
        prior to the full amortization of the Mortgage Loan.  Except with
        respect to Interest Only Mortgage Loans, the Monthly Payments will fully
        amortize the Stated Principal Balance of the Mortgage Loan over its remaining
        term at the Mortgage Interest Rate.  The Mortgage Note does not permit
        negative amortization.  The Monthly Payment on each Interest Only
        Mortgage Loan during the related interest-only period is equal to the product
        of
        the related Mortgage Interest Rate and the principal balance of such Mortgage
        Loan on the first day of each month and after such interest-only period,
        except
        with respect to Interest Only Mortgage Loans that are Adjustable Rate Mortgage
        Loans, such Mortgage Loan is payable in equal monthly installments of principal
        and interest;

       

      xxxi)  No
        Mortgage Loan is classified as a “high cost” mortgage loan under the Home
        Ownership and Equity Protection Act of 1994, as amended, nor is any Mortgage
        Loan a “high cost home,” “covered,” “high risk home” or “predatory” loan under
        any applicable state, federal or local law (or a similarly classified loan
        using
        different terminology under an applicable law imposing heightened regulatory
        scrutiny or additional legal liability for residential mortgage loans having
        high interest rates, points and/or fees);

       

      xxxii)  Each
        Mortgage Loan is a “qualified mortgage” within Section 860G(a)(3) of the
        Code;

       

      xxxiii)  With
        respect to each Mortgage Loan for which the Underwriting Standards require
        an
        appraisal to be performed in connection with the origination thereof, the
        Mortgage File contains an appraisal of the related Mortgaged Property made
        and
        signed, prior to the approval of the Mortgage Loan application, by a Qualified
        Appraiser;

       

      xxxiv)  If
        the
        Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
        if required under applicable law to act as such, has been properly designated
        and currently so serves and is named in the Mortgage, and no fees or expenses,
        except as may be required by local law, are or will become payable by the
        Purchaser to the trustee under the deed of trust, except in connection with
        a
        trustee’s sale or attempted sale after default by the Mortgagor;

       

      xxxv)  No
        Mortgage Loan contains “graduated payment,” “shared appreciation” or other
        contingent interest features; to the extent any Mortgage Loan (as identified
        on
        the Mortgage Loan Schedule) contains any buydown provision, such buydown
        funds
        have been maintained and administered in accordance with, and such Mortgage
        Loan
        otherwise complies with, Fannie Mae and Freddie Mac requirements relating
        to
        buydown loans;

       

      xxxvi)  The
        Mortgagor has received all disclosure materials required by applicable law
        with
        respect to the making of such mortgage loans;

       

      xxxvii)  No
        Mortgage Loan was made for the purpose of (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      xxxviii)  All
        information supplied by, on behalf of, or concerning the Mortgagor is true,
        accurate and complete and does not contain any statement that is or will
        be
        inaccurate or misleading in any material respect;

       

      xxxix)  The
        Assignment of Mortgage is in recordable form and is acceptable for recording
        under the laws of the jurisdiction in which the Mortgaged Property is
        located;

       

      xl)  With
        respect to each Mortgage Loan that contains a Prepayment Penalty, such
        Prepayment Penalty is enforceable and will be enforced by Seller, and such
        Prepayment Penalty is permitted pursuant to federal, state and local
        law.  No Mortgage Loan originated on or after October 1, 2002 imposes
        a Prepayment Penalty for a term in excess of three years, and no Mortgage
        Loan
        originated prior to October 1, 2002 imposes a Prepayment Penalty in excess
        of
        five years;  Except as otherwise set forth on the Mortgage Loan
        Schedule, with respect to each Mortgage Loan that contains a Prepayment Penalty,
        such Prepayment Penalty is at least equal to the lesser of (A) the maximum
        amount permitted under applicable law and (B) six months interest at the
        related
        Mortgage Interest Rate on the amount prepaid in excess of 20% of the original
        principal balance of such Mortgage Loan;

       

      xli)  Any
        principal advances made to the Mortgagor prior to the 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.  The lien of the Mortgage securing the
        consolidated principal amount is expressly insured as having first lien priority
        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 and Freddie Mac.  The consolidated principal amount does
        not exceed the original principal amount of the Mortgage Loan;

       

      xlii)  No
        Mortgagor was required to purchase any credit life, disability, accident
        or
        health insurance  product as a condition of obtaining the extension of
        credit.  No Mortgagor obtained a prepaid single premium credit life,
        disability, accident or health insurance policy or debt cancellation agreement
        as a condition of obtaining the extension of credit or in connection the
        with
        the origination of the Mortgage Loan.  No proceeds from any Mortgage
        Loan were used to purchase single premium credit insurance policies as part
        of
        the origination of, or as a condition to closing, such Mortgage
        Loan;

       

      xliii)  Each
        Mortgage Loan has been serviced in all material respects in compliance with
        Customary Servicing Procedures;

       

      xliv)  With
        respect to each Co-op Loan, the related Mortgage is a valid, enforceable
        and
        subsisting first security interest on the related cooperative shares securing
        the related cooperative note, subject only to (a) liens of the 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 (b) 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 Security
        Agreement.  There are no liens against or security interest in the
        cooperative shares relating to each Co-op Loan (except for unpaid maintenance,
        assessments and other amounts owed to the related cooperative which individually
        or in the aggregate will not have a material adverse effect on such Co-op
        Loan),
        which have priority over Seller’s security interest in such cooperative
        shares;

       

      xlv)  With
        respect to each Co-op Loan, a search for filings of financing statements
        has
        been made by a company competent to make the same, which company is acceptable
        to Fannie Mae and qualified to do business in the jurisdiction where the
        cooperative unit is located, and such search has not found anything which
        would
        materially and adversely affect the Co-op Loan;

       

      xlvi)  With
        respect to each Co-op Loan, the related cooperative corporation that owns
        title
        to the related cooperative apartment building is a “cooperative housing
        corporation” within the meaning of Section 216 of the Code, and is in material
        compliance with applicable federal, state and local laws which, if not complied
        with, could have a material adverse effect on the Mortgaged
        Property;

       

      xlvii)  With
        respect to each Co-op Loan, there is no prohibition against pledging the
        shares
        of the cooperative corporation or assigning the Co-op Lease;

       

      xlviii)  The
        Mortgage Loan was originated by a Mortgagee approved by the Secretary of
        HUD
        pursuant to sections 203 and 211 of the National Housing Act, a savings and
        loan
        association, a savings bank, a commercial bank, credit union, insurance company
        or similar institution which is supervised and examined by a federal or state
        authority;

       

      xlix)  With
        respect to any ground lease to which a Mortgaged Property may be subject:
        (i) a
        true, correct and complete copy of the ground lease and all amendments,
        modifications and supplements thereto is included in the Mortgage File, and
        the
        Mortgagor is the owner of a valid and subsisting leasehold interest under
        such
        ground lease; (ii) such ground lease is in full force and effect, unmodified
        and
        not supplemented by any writing or otherwise except as contained in the Mortgage
        File; (iii) all rent, additional rent and other charges reserved therein
        have
        been fully paid to the extent payable as of the Closing Date; (iv) the Mortgagor
        enjoys the quiet and peaceful possession of the leasehold estate, subject
        to any
        sublease; (v) the Mortgagor is not in default under any of the terms of such
        ground lease, and there are no circumstances which, with the passage of time
        or
        the giving of notice, or both, would result in a default under such ground
        lease; (vi) the lessor under such ground lease is not in default under any
        of
        the terms or provisions of such ground lease on the part of the lessor to
        be
        observed or performed; (vii) the lessor under such ground lease has satisfied
        any repair or construction obligations due as of the Closing Date pursuant
        to
        the terms of such ground lease; (viii) the execution, delivery and performance
        of the Mortgage do not require the 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, such ground lease; (ix) the ground
        lease term exceeds, or is automatically renewable, for at least five years
        beyond the maturity date of the related Mortgage Loan; and (x) the Purchaser
        has
        the right to cure defaults on the ground lease;

       

      l)  With
        respect to any broker fees collected and paid on any of the Mortgage Loans,
        all
        broker fees have been properly assessed to the borrower and no claims will
        arise
        as to broker fees that are double charged and for which the borrower would
        be
        entitled to reimbursement;

       

      li)  With
        respect to any Mortgage Loan as to which an affidavit has been delivered
        to the
        Purchaser certifying that the original Mortgage Note has been lost or destroyed
        and not been replaced, if such Mortgage Loan is subsequently in default,
        the
        enforcement of such Mortgage Loan will not be materially adversely affected
        by
        the absence of the original Mortgage Note;

       

      lii)  There
        is
        no pending action or proceeding directly involving the Mortgaged Property
        in
        which compliance with any environmental law, rule or regulation is an
        issue.  There is no violation of any environmental law, rule or
        regulation with respect to the Mortgaged Property; and Seller has not received
        any notice of any environmental hazard on the Mortgaged Property and nothing
        further remains to be done to satisfy in full all requirements of each such
        law,
        rule or regulation constituting a prerequisite to use and enjoyment of said
        property;

       

      liii)  With
        respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
        requirements of Section 50, Article XVI of the Texas Constitution applicable
        to
        Texas Home Equity Loans which were in effect at the time of the origination
        of
        the Mortgage Loan have been complied with;

       

      liv)  No
        Mortgage Loan is secured by real property or secured  by a
        manufactured home located in the state of Georgia unless (x) such Mortgage
        Loan
        was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
        property securing the Mortgage Loan is not, nor will be, occupied by the
        Mortgagor as the Mortgagor’s principal dwelling.  No Mortgage Loan is
        a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended
        (the “Georgia Act”).   Each Mortgage Loan that is a “Home Loan”
under the Georgia Act complies with all applicable provisions of the Georgia
        Act. No Mortgage Loan secured by owner occupied real property or an owner
        occupied manufactured home located in the State of Georgia was originated
        (or
        modified) on or after October 1, 2002 through and including March 6,
        2003;

       

      lv)  No
        Mortgage Loan is a “High Cost Loan” or “Covered Loan”, as applicable, as such
        terms are defined in Appendix E of the then-current Standard & Poor’s
        Levelsâ
        Glossary;

       

      lvi)  No
        Mortgage Loan is a Convertible Mortgage Loan;

       

      lvii)  For
        each
        Mortgage Loan, the servicer has fully furnished, in accordance with the Fair
        Credit Reporting Act and its implementing regulations, accurate and complete
        information (i.e. favorable and unfavorable) on its borrowers’ credit
        files to Equifax, Experian and Trans Union Credit Information Company (three
        of
        the credit repositories) on a monthly basis;

       

      lviii)  With
        respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
        accurately provided on the Mortgage Loan Schedule.  The related
        Assignment of Mortgage to MERS has been duly and properly recorded, or has
        been
        delivered for recording to the applicable recording office;

       

      lix)  With
        respect to each MOM Loan, Seller has not received any notice of liens or
        legal
        actions with respect to such Mortgage Loan and no such notices have been
        electronically posted by MERS;

       

      lx)  No
        Mortgage or Mortgage Note in connection with any Mortgage Loan originated
        on or
        after August 1, 2004 requires the Mortgagor to submit to arbitration to resolve
        any dispute arising out of or relating in any ay to the Mortgage Loan;
        and

       

      lxi)  [Reserved]

       

      lxii)  Each
        Mortgage Loan is in compliance with the anti-predatory lending eligibility
        for
        purchase requirements of Fannie Mae and Freddie Mac; and

       

      lxiii)   With
        respect to each Buydown Mortgage Loan:

       

      
        	
                a.  

              	
                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 Buydown Period shall not
                  exceed
                  thirty-six months and increases shall take place in 12 month
                  intervals.  The total annual increase may not exceed
                  1%

              


      

       

      
        	
                b.  

              	
                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
                  not
                  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 Mortgaged Property when calculating the
                  Loan-to-Value Ratios for purposes of this Agreement and, if the
                  Buydown
                  Funds were provided by the Seller and if required under the Underwriting
                  Standards, the terms of the Buydown Agreement were disclosed to
                  the
                  appraiser of the Mortgaged Property;
                  and

              


      

       

      
        	
                c.  

              	
                As
                  of the date of origination of the Mortgage Loan, the provisions
                  of the
                  related Buydown Agreement complied with the requirements of the
                  Seller as
                  set forth in the Underwriting Standards regarding buydown
                  agreements.

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      Representation
        and Warranties with Respect to the Countrywide Mortgage
        Loans

       

      Except
        for “Mortgage Loans”, which shall mean the Countrywide Mortgage Loans sold by
        the Seller to the Purchaser, all capitalized terms in this Exhibit D shall
        have
        the meanings ascribed to them in the Countrywide Purchase
        Agreement.

       

      (a)           Mortgage
        Loan Schedule.  The information contained in the Mortgage Loan
        Schedule is complete, true and correct in all material respects;

       

      (b)           No
        Delinquencies or Advances.  All payments required to be made prior
        to the related Cut-off Date for such Mortgage Loan under the terms of the
        Mortgage Note have been made; Countrywide has not advanced funds, or induced,
        solicited or knowingly received any advance of funds from a party other than
        the
        owner of the Mortgaged Property subject to the Mortgage, directly or indirectly,
        for the payment of any amount required by the Mortgage Loan; and there has
        been
        no delinquency of more than thirty (30) days in any payment by the Mortgagor
        thereunder during the last twelve (12) months;

       

      (c)           Taxes,
        Assessments, Insurance Premiums and Other Charges.  There are no
        delinquent taxes, ground rents, or insurance premiums, and Countrywide has
        no
        knowledge of any delinquent water charges, sewer rents, assessments, leasehold
        payments, including assessments payable in future installments or other
        outstanding charges affecting the related Mortgaged Property;

       

      (d)           No
        Modifications.  The terms of the Mortgage Note and the Mortgage
        have not been impaired, waived, altered or modified in any respect, except
        by
        written instruments that have been or will be recorded or registered with
        the
        MERS System, if necessary to protect the interests of the Purchaser, and
        that
        have been or will be delivered to the Purchaser, all in accordance with this
        Agreement.  The substance of any such waiver, alteration or
        modification has been approved by the primary mortgage guaranty insurer,
        if any,
        and by the title insurer, to the extent required by the related policy and
        its
        terms are reflected on the Mortgage Loan Schedule.  No Mortgagor has
        been released, in whole or in part, except in connection with an assumption
        agreement approved by the primary mortgage insurer, if any, and the title
        insurer, to the extent required by the policy, and which assumption agreement
        is
        part of the Collateral File and the terms of which are reflected in the Mortgage
        Loan Schedule if executed prior to the Closing Date;

       

      (e)           No
        Defenses.  The Mortgage Note and the Mortgage are not subject to
        any right of rescission, set-off, counterclaim or defense, including the
        defense
        of usury, nor will the operation of any of the terms of the Mortgage Note
        and
        the Mortgage, or the exercise of any right thereunder, render the Mortgage
        unenforceable, in whole or in part, or subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, and no
        such
        right of rescission, set-off, counterclaim or defense has been asserted with
        respect thereto;

       

      (f)           Hazard
        and Flood Insurance.  All buildings upon the Mortgaged Property
        are insured by an insurer acceptable to an Agency against loss by fire, hazards
        of extended coverage and such other hazards as are customary in the area
        where
        the Mortgaged Property is located, and such insurer is licensed to do business
        in the state where the Mortgaged Property is located.  All such
        insurance policies contain a standard mortgagee clause naming Countrywide,
        its
        successors and assigns as mortgagee, and all premiums thereon have been
        paid.  If, upon the origination of the Mortgage Loan, the Mortgaged
        Property was, or was subsequently deemed to be, in an area identified in
        the
        Federal Register by the Federal Emergency Management Agency as having special
        flood hazards (and such flood insurance has been made available), a flood
        insurance policy that meets the requirements of the current guidelines of
        the
        Federal Insurance Administration (or any successor thereto) and conforms
        to the
        requirements of an Agency is in effect.  The Mortgage obligates the
        Mortgagor thereunder to maintain all such insurance at the Mortgagor’s expense
        and, upon the failure of the Mortgagor to do so, the holder of the Mortgage
        is
        authorized to maintain such insurance at the Mortgagor’s expense and to seek
        reimbursement _herefore from the Mortgagor;

       

      (g)           Compliance
        with Applicable Law.  Each Mortgage Loan, including any Prepayment
        Charge or penalty in connection therewith, at the time of origination complied
        in all material respects with applicable local, state and federal laws, and
        any
        applicable ordinances, including truth in lending, real estate settlement
        procedures, consumer credit protection, equal credit opportunity, predatory
        and
        abusive lending and disclosure laws applicable to the Mortgage
        Loan;

       

      (h)           No
        Release 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 release,
        cancellation, subordination or rescission;

       

      (i)           Enforceability
        of Mortgage Documents.  The Mortgage Note and the related Mortgage
        are genuine and each is the legal, valid and binding obligation of the maker
        thereof, enforceable in accordance with its terms, except as the enforceability
        thereof may be limited by bankruptcy, insolvency, reorganization or similar
        laws;

       

      (j)           Valid
        First or Second Lien.  Each related Mortgage is a valid,
        subsisting and enforceable First Lien (with respect to a First Lien Mortgage
        Loan) or Second Lien (with respect to a Second Lien Mortgage Loan) on the
        related Mortgaged Property, including all improvements on the Mortgaged
        Property.  The lien of the Mortgage is subject only to:

       

      (i)       the
        lien of current real property taxes and assessments not yet due and
        payable;

       

      (ii)      covenants,
        conditions and restrictions, rights of way, easements and other matters of
        public record as of the date of recording that are 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
        that
        do not adversely affect the Appraised Value (as evidenced by an appraisal
        referred to in such definition) of the Mortgaged Property set forth in such
        appraisal;

       

      (iii)    
        with respect to a Second Lien Mortgage Loan only, the lien of the first mortgage
        on the Mortgaged Property; and

       

      (iv)     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;

       

      (k)           Disbursements
        of Proceeds.  The proceeds of the Mortgage Loan have been fully
        disbursed, and there is no requirement for future advances thereunder, and
        any
        and all requirements as to completion of any on-site or off-site improvement
        and
        as to disbursements of any escrow funds therefore have been complied
        with.  All costs, fees and expenses incurred in making or closing the
        Mortgage Loan and recording 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;

       

      (l)           Sole
        Owner.  Countrywide is the sole owner and holder of the Mortgage
        Loan.  The Mortgage Loan is not assigned or pledged, and Countrywide
        has good and marketable title thereto, and has full right to transfer and
        sell
        the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien, pledge, charge, claim or security interest and has full right and
        authority subject to no interest or participation of, or agreement with,
        any
        other party, to sell and assign each Mortgage Loan pursuant to the terms
        of this
        Agreement;

       

      (m)           Title
        Insurance.  Each Mortgage Loan that is a First Lien Mortgage Loan
        and each Mortgage Loan that is a Second Lien Mortgage Loan with an original
        principal balance greater than $100,000, in either case, is covered by a
        lender’s title insurance policy acceptable to an Agency, issued by a title
        insurer acceptable to an Agency and qualified to do business in the jurisdiction
        where the related Mortgaged Property is located, insuring (subject to the
        exceptions contained in Section 3.02(j)(i), (ii) and (iii) above) Countrywide,
        its successors and assigns as to the first or second priority lien of the
        Mortgage, as applicable.  Additionally, such lender’s title insurance
        policy affirmatively insures ingress and egress, and against encroachments
        by or
        upon the Mortgaged Property or any interest therein.  With respect to
        any Adjustable Rate Mortgage Loan, such title insurance policy insures against
        any loss by reason of the invalidity or unenforceability of the lien resulting
        from the provisions of the Mortgage Note providing for adjustment of the
        Mortgage Interest Rate and Monthly Payment.  Countrywide 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 full 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 related Mortgage, including
        Countrywide, has done, by act or omission, anything which would impair the
        coverage of such lender’s title insurance policy;

       

      (n)           No
        Default.  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 Countrywide has not waived any default, breach, violation
        or
        event of acceleration, and with respect to any Second Lien Mortgage Loan,
        Countrywide has not received a written notice of default of any senior mortgage
        loan related to the Mortgaged Property which has not been cured;

       

      (o)           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 law could give rise to such lien) affecting the related
        Mortgaged Property which are or may be liens prior to, or equal or coordinate
        with, the lien of the related Mortgage;

       

      (p)           Origination,
        Servicing and Collection Practices.  The origination, servicing
        and collection practices used by Countrywide with respect to each Mortgage
        Note
        and Mortgage have been in all respects legal, proper, prudent and customary
        in
        the mortgage origination and servicing business.  With respect to
        escrow deposits and Escrow Payments, if any, all such payments are in the
        possession of, or under the control of, Countrywide and there exist no
        deficiencies in connection therewith for which customary arrangements for
        repayment thereof have not been made.  No escrow deposits or Escrow
        Payments or other charges or payments due Countrywide have been capitalized
        under any Mortgage or the related Mortgage Note.  With respect to
        Adjustable Rate Mortgage Loans, all Mortgage Interest Rate adjustments have
        been
        made in strict compliance with state and federal law and the terms of the
        related Mortgage Note.  Any interest required to be paid pursuant to
        state and local law has been properly paid and credited;

       

      (q)           No
        Condemnation or Damage.  The Mortgaged Property is free of
        material damage and waste and there is no proceeding pending for the total
        or
        partial condemnation thereof;

       

      (r)           Customary
        and Enforceable Provisions.  The Mortgage contains 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 (a) in the case of a
        Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by
        judicial foreclosure;

       

      (s)           Collateral.  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage;

       

      (t)           Appraisal.  Unless
        the Mortgage Loan was underwritten pursuant to one of Countrywide’s streamline
        documentation programs, the Credit File contains an appraisal of the related
        Mortgaged Property signed prior to the approval of the Mortgage Loan application
        by an appraiser who meets the minimum requisite qualifications of an Agency
        for
        appraisers, duly appointed by the originator, that had no interest, direct
        or
        indirect in the Mortgaged Property, and whose compensation is not affected
        by
        the approval or disapproval of the Mortgage Loan; the appraisal is in a form
        acceptable to an Agency, with such riders as are acceptable to such
        Agency.  All improvements which were considered in determining the
        Appraised Value of the related 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.
        Each
        appraisal of the Mortgage Loan was made in accordance with the relevant
        provisions of the Financial Institutions Reform, Recovery, and Enforcement
        Act
        of 1989;

       

      (u)           Trustee
        for Deed 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 Purchaser to the
        trustee under the deed of trust, except in connection with a trustee’s sale
        after default by the Mortgagor;

       

      (v)           Private
        Mortgage Insurance, FHA Insurance and VA Guarantees.  Each
        Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage Loan
        underwritten in accordance with sub-prime credit underwriting guidelines
        (as any
        such Mortgage Loans may be identified in the Mortgage Loan Schedule), with
        an
        LTV at origination in excess of eighty percent (80%) is and will be subject
        to a
        PMI Policy, which insures that portion of the Mortgage Loan over seventy-five
        percent (75%) of the Appraised Value of the related Mortgaged
        Property.  All provisions of such PMI Policy have been and are being
        complied with, such policy is in full force and effect, and all premiums
        due
        thereunder have been paid.  Any Mortgage subject to any such PMI
        Policy obligates the Mortgagor thereunder to maintain such insurance and
        to pay
        all premiums and charges in connection therewith or, in the case of a lender
        paid mortgage insurance policy, the premiums and charges are included in
        the
        Mortgage Interest Rate for the Mortgage Loan.  Each Government
        Mortgage Loan either has, or will have in due course, a valid and enforceable
        MIC or LGC, as applicable and, in each case, all premiums due thereunder
        have
        been paid;

       

      (w)           Lawfully
        Occupied.  At origination, to the best of Countrywide’s knowledge
        as of the Closing Date, the Mortgaged Property is lawfully occupied under
        applicable law.  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
        certificates of occupancy, have been made or obtained from the appropriate
        authorities;

       

      (x)           Assignment
        of Mortgage.  Except for the absence of recording information, the
        Assignment of Mortgage is in recordable form and is acceptable for recording
        under the laws of the jurisdiction in which the Mortgaged Property is
        located.  The original Mortgage was or is being recorded and, unless
        the Mortgage Loan is subject to the MERS System, all subsequent assignments
        of
        the original Mortgage (other than the assignment to Purchaser) have been
        recorded in the appropriate jurisdiction wherein such recordation is necessary
        to perfect the lien thereof against creditors of Countrywide, or is in the
        process of being recorded;

       

      (y)           Consolidation
        of Future Advances.  Any future advances made to the Mortgagor
        prior to the 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. The
        consolidated principal amount does not exceed the original principal amount
        of
        the Mortgage Loan;

       

      (z)           Form
        of Mortgage Note and Mortgage.  The Mortgage Note and Mortgage are
        on forms acceptable to an Agency;

       

      (aa)           Section
        32 Loans.  No Mortgage Loan is (a) subject to the provisions of
        the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a
“high cost” mortgage loan, “high risk” mortgage loan; “covered” mortgage loan or
“predatory” mortgage loan or a similarly classified mortgage loan using
        different terminology under a law imposing heightened regulatory scrutiny
        or
        additional legal liability for residential mortgage loans having high interest
        rates, points and /or fees, no matter how defined, under any federal, state
        or
        local law or ordinance, including, without limitation, Section 6-L of the
        New
        York Banking Law or (c) subject to any comparable federal, state or local
        statutes or regulations, including, without limitation, the provisions of
        the
        Georgia Fair Lending Act or any other statute or regulation providing assignee
        liability to holders of such mortgage loans;

       

      (bb)           Originator
        Supervision.  The Mortgage Loan was originated by Countrywide or
        by a savings bank, a commercial bank or similar banking institution which
        is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (cc)           Foreclosure;
        Bankruptcy.  The Mortgaged Property has not been subject to any
        bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
        filed
        for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage.  Countrywide has no knowledge of any relief
        requested or allowed to the Mortgagor under the Soldiers and Sailors Civil
        Relief Act of 1940;

       

      (dd)           Payment
        Source; Buydown.  No Mortgage contains provisions pursuant to
        which Monthly Payments are (a) paid or partially paid with funds deposited
        in
        any separate account established by the Seller, the Mortgagor, or anyone
        on
        behalf of the Mortgagor, (b) paid by any source other than the Mortgagor
        or (c)
        contains any other similar provisions which may constitute a “buydown”
provision.  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;

       

      (ee)           Construction;
        Exchange.  No Mortgage Loan was made solely in connection with (a)
        the construction or rehabilitation of a Mortgaged Property or (b) facilitating
        the trade-in or exchange of a Mortgaged Property.

       

      (ff)           Investment.  Countrywide
        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
        can reasonably be expected to cause the Mortgage Loan to be an unacceptable
        investment, cause the Mortgage Loan to become delinquent, or materially and
        adversely affect the value of the Mortgage Loan.

       

      (gg)           Accrual
        Method.  Interest on each Mortgage Loan is calculated on the basis
        of a 360-day year consisting of twelve 30-day months; and

       

      (hh)           Lending
        Practices.  No predatory, abusive or deceptive lending practices,
        including, but not limited to, the extension of credit to the Mortgagor without
        regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension
        of credit to the Mortgagor which has no apparent benefit to the Mortgagor,
        were
        employed by the originator of the Mortgage Loan in connection with the
        origination of the Mortgage Loan;

       

      (ii)           Prepayment
        Charges.  Each Prepayment Charge or penalty with respect to any
        Mortgage Loan is permissible, enforceable and collectible under applicable
        federal, state and local law;

       

      (jj)           No
        Adverse Selection.  The Mortgage Loans were not selected from the
        outstanding one to four-family mortgage loans in Countrywide’s portfolio at the
        related Closing Date as to which the representations and warranties set forth
        in
        this Agreement could be made in a manner so as to affect adversely the interests
        of the Purchaser;

       

      (kk)           Due
        on Sale.  The Mortgage contains an enforceable provision 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;

       

      (ll)           Legal
        Capacity.  To the best of Countrywide’s knowledge, 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.  The Mortgagor is a natural person;

       

      (mm)                      Doing
        Business.  Countrywide is, and to the best of Countrywide’s
        knowledge, all parties which have had any interest in the Mortgage Loan,
        whether
        as mortgagee, assignee, _heref or otherwise, are (or, during the period in
        which
        they held and disposed of such interest, were) in compliance with any and
        all
        applicable “doing business” and licensing requirements of the laws of the state
        wherein the Mortgaged Property is located;

       

      (nn)           Interest
        Rates; Amortization.  Except for a Mortgage Loan, the Monthly
        Payment of which consists of interest only for a specified period of time
        (and
        which Mortgage Loan is identified on the Mortgage Loan Schedule), principal
        payments on the Mortgage Loan commenced no more than sixty days after the
        proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
        interest at the Mortgage Interest Rate.  With respect to each Mortgage
        Loan other than an interest-only Mortgage Loan or Balloon Mortgage Loan,
        the
        Mortgage Note is payable on the first day of each month in Monthly Payments,
        which, in the case of a Fixed Rate Mortgage Loan, is sufficient to fully
        amortize the original principal balance over the original term thereof and
        to
        pay interest at the related Mortgage Interest Rate, and, in the case of an
        Adjustable Rate Mortgage Loan, is changed on each Adjustment Date and is
        sufficient to fully amortize the original principal balance over the original
        term thereof and to pay interest at the related Mortgage Interest Rate. With
        respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
        an
        interest-only Mortgage Loan, the interest-only period shall not exceed the
        period specified on the Mortgage Loan Schedule and, following the expiration
        of
        such interest-only period, the remaining Monthly Payments shall be sufficient
        to
        fully amortize the original principal balance over the remaining term of
        the
        Mortgage Loan.  With respect to each Balloon Mortgage Loan, the
        Mortgage Note requires Monthly Payments sufficient to fully amortize the
        original principal balance over the original term thereof and to pay interest
        at
        the related Mortgage Interest Rate but requires a final Monthly Payment which
        is
        substantially greater than the penultimate Monthly Payment and sufficient
        to
        repay the remaining unpaid principal balance of the Balloon Mortgage Loan
        on the
        Due Date of such final Monthly Payment;

       

      (oo)           Underwriting
        Standards.  The Mortgage Loan was underwritten in accordance with
        the underwriting standards of Countrywide in effect at the time the Mortgage
        Loan was originated;

       

      (pp)           Disclosures.  The
        Mortgagor has received all disclosure materials required by applicable law
        with
        respect to the making of fixed rate mortgage loans in the case of Fixed Rate
        Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable
        Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage
        Loans, and such statement is and will remain in the Mortgage File;

       

      (qq)           No
        Fraud.  No error, omission, misrepresentation, fraud or similar
        occurrence with respect to a Mortgage Loan has taken place on the part of
        Countrywide or, to the best of Countrywide’s knowledge, any other person,
        including without limitation the Mortgagor, any appraiser, any builder or
        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;

       

      (rr)           Condominiums;
        Planned Unit Developments.  If the Residential Dwelling on the
        Mortgaged Property is a condominium unit or a unit in a planned unit development
        (other than a de minimis planned unit development) such condominium or planned
        unit development project meets the eligibility requirements of FNMA and
        FHLMC;

       

      (ss)           No
        Credit Life.  No Mortgagor was required to purchase any credit
        life, disability, accident or health insurance product as a condition of
        obtaining the extension of credit.  No proceeds from any Mortgage Loan
        were used to purchase single premium credit insurance policies as a condition
        to
        closing such Mortgage Loan;

       

      (tt)           Disclosure
        of Fees and Charges.  All fees and charges (including finance
        charges), whether or not financed, assessed, collected or to be collected
        in
        connection with the origination and servicing of a Mortgage Loan, have been
        disclosed in writing to the Mortgagor in accordance with applicable state
        and
        federal law and regulation;

       

      (uu)           Compliance
        with Consumer Credit Statutes.  The Mortgage Loan complies with
        all applicable consumer credit statutes and regulations, including, without
        limitation, the respective Uniform Consumer Credit Code laws in effect in
        Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina,
        Utah
        and Wyoming, has been originated by a properly licensed entity, and in all
        other
        respects, complies with all of the material requirements of any such applicable
        laws;

       

      (vv)           No
        Coops, Commercial Property or Mobile Homes.  No Mortgage Loan is
        secured by cooperative housing, commercial property or mixed use property,
        and
        no Mortgage Loan is a manufactured or mobile home;

       

      (ww)         Fair
        Credit Reporting.  Countrywide has fully furnished and will
        continue to furnish, in accordance with the Fair Credit Reporting Act and
        its
        implementing regulations (the “FCRA”), accurate and complete information (i.e.,
        favorable and unfavorable) on its Mortgagor credit files to Equifax, Experian,
        and Trans Union Credit Information Company (three of the credit repositories),
        on a monthly basis, and will fully furnish, in accordance with the FCRA,
        accurate and complete information (i.e., favorable and unfavorable) on its
        mortgagor credit files to Equifax, Experian, and Trans Union Credit Information
        Company, on a monthly basis;

       

      (xx)           Privacy.  With
        regard to each Mortgagor, Countrywide shall at all times comply with all
        laws
        and regulations regarding use, disclosure and safeguarding of any and all
        customer information, including without limitation the Gramm Leach Bliley
        Act,
        the Fair Credit Reporting Act and Regulation P.  Countrywide has
        implemented or will implement appropriate measures designed to meet the
        objectives of the Interagency Guidelines Establishing Standards for Safeguarding
        Customer Information, 12 CFR Part 30 Appendix B, and has been and continues
        to
        be engaged in reviewing its information security program, training of staff,
        and
        testing of controls, systems and procedures as required by those
        guidelines;

       

      (yy)           Anti-Money
        Laundering Laws.  Countrywide 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”);
        Countrywide has established an anti-money laundering compliance program as
        required by the Anti-Money Laundering Laws, has conducted the requisite due
        diligence in connection with the origination of each Mortgage Loan for purposes
        of the Anti-Money Laundering Laws, including with respect to the legitimacy
        of
        the applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to purchase the property in question, and maintains, and will maintain,
        sufficient information to identify the applicable Mortgagor for purposes
        of the
        Anti-Money Laundering Laws;

       

      (zz)           OFAC.  No
        Mortgage Loan is subject to nullification pursuant to Executive Order 13224,
        an
        no Mortgagor is subject to the provisions of such Executive Order;

       

      (aaa)        MOM
        Loans; Assignments.  With respect to each MOM Loan, a MIN has been
        assigned by MERS and such MIN is accurately provided on the Mortgage Loan
        Schedule.  The related Assignment of Mortgage to MERS has been duly
        and properly recorded, or has been delivered for recording to the applicable
        recording office;

       

      (bbb)       MOM
        Loans; No Notices of Liens.  With respect to each MOM Loan,
        Countrywide has not received any notice of liens or legal actions with respect
        to such Mortgage Loan and no such notices have been electronically posted
        by
        MERS;

       

      (ccc)        The
        Mortgage Note (or lost note affidavit with market standard indemnification),
        the
        Mortgage, the assignment of Mortgage and any other documents required to
        be
        delivered with respect to each Mortgage Loan have been delivered to the
        Purchaser all in compliance with the specific requirements of this Agreement.
        With respect to each Mortgage Loan, Countrywide is in possession of a complete
        Credit File except for such documents as have been delivered to the Purchaser
        or
        as otherwise permitted under this Agreement.  No more than 2% of the
        related Mortgage Loan Package may consist of lost note affidavits in lieu
        of
        Mortgage Notes; and

       

      (ddd)       
        Immediately prior to the payment of the Purchase Price for each Mortgage
        Loan,
        Countrywide was the owner of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note and upon the payment of the Purchase Price by
        the
        Purchaser, in the event that Countrywide or one of its affiliates retains
        record
        title, Countrywide or such affiliate shall retain such record title to each
        Mortgage, each related Mortgage Note and the related Mortgage Files with
        respect
        thereto in trust for the Purchaser as the owner thereof and only for the
        purpose
        of servicing and supervising or facilitating the servicing of each Mortgage
        Loan.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      


      Representation
        and Warranties with Respect to the GreenPoint Mortgage
        Loans

      


      Except
        for “Mortgage Loans”, which shall mean the GreenPoint Mortgage Loans sold by the
        Seller to the Purchaser, all capitalized terms in this Exhibit E shall have
        the
        meanings ascribed to them in the GreenPoint Purchase Agreement.

      


      (i)  The
        information set forth in the related Mortgage Loan Schedule and the Mortgage
        Loan data delivered to the Purchaser on the Data Tape is complete, true and
        correct in all material respects;

       

      (ii)  The
        Mortgage Loan is in compliance with all requirements set forth in the related
        Confirmation, and the characteristics of the related Mortgage Loan Package
        as
        set forth in the related Confirmation are true and correct;

       

      (iii)  All
        payments required to be made up to the close of business on the Closing Date
        for
        such Mortgage Loan under the terms of the Mortgage Note have been made; the
        Seller has not advanced funds, or induced, solicited or knowingly received
        any
        advance of funds from a party other than the owner of the related Mortgaged
        Property, directly or indirectly, for the payment of any amount required
        by the
        Mortgage Note or Mortgage.  No payment under the Mortgage Loan has
        been delinquent at any time since the origination of the Mortgage
        Loan;

       

      (iv)  There
        are
        no delinquent taxes, ground rents, water charges, sewer rents, assessments,
        insurance premiums, leasehold payments, including assessments payable in
        future
        installments or other outstanding charges affecting the related Mortgaged
        Property;

       

      (v)  The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (vi)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office or registered with the MERS System if
        necessary to maintain the lien priority of the Mortgage, and which have been
        delivered to the Purchaser; the substance of any such waiver, alteration
        or
        modification has been approved by the insurer under the Primary Insurance
        Policy
        or LPMI Policy, if any, and the title insurer, to the extent required by
        the
        related policy, and is reflected on the related Mortgage Loan Schedule. No
        instrument of waiver, alteration or modification has been executed, and no
        Mortgagor has been released, in whole or in part, except in connection with
        an
        assumption agreement approved by the insurer under the Primary Insurance
        Policy
        or LPMI Policy, if any, the title insurer, to the extent required by the
        policy,
        and which assumption agreement has been delivered to the Purchaser and the
        terms
        of which are reflected in the related Mortgage Loan Schedule;

       

      (vii)  The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and/or the Mortgage, or
        the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, set-off, counterclaim or
        defense, including the defense of usury and no such right of rescission,
        set-off, counterclaim or defense has been asserted with respect
        thereto;

       

      (viii)  All
        buildings upon the Mortgaged Property are insured by an insurer acceptable
        to
        FNMA and FHLMC against loss by fire, hazards of extended coverage 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 the Servicing
        Addendum.  All such insurance policies contain a standard mortgagee
        clause naming the Seller, its successors and assigns as mortgagee and all
        premiums thereon have been paid.  If the Mortgaged Property is in an
        area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
        by the
        Federal Emergency Management Agency as having special flood hazards (and
        such
        flood insurance has been made available) a flood insurance policy meeting
        the
        requirements of the current guidelines of the Federal Insurance Administration
        is in effect which policy conforms to the requirements of FNMA and
        FHLMC.  The Mortgage obligates the Mortgagor thereunder to maintain
        all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
        failure to do so, authorizes the holder of the Mortgage to maintain such
        insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
        from the Mortgagor;

       

      (ix)  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, fair housing, disclosure laws
        or
        all predatory and abusive lending laws applicable to the origination and
        servicing of mortgage loans of a type similar to the Mortgage Loans have
        been
        complied with and the consummation of the transactions contemplated hereby
        will
        not involve the violation of any such laws, and the Seller shall maintain
        in its
        possession, available for the inspection of the Purchaser or its designee,
        and
        shall upon two Business Days’ request, evidence of compliance with such
        requirements;

       

      (x)  The
        Mortgage has not been satisfied, cancelled, 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, cancellation, subordination, rescission
        or
        release;

       

      (xi)  The
        related Mortgage is properly recorded and is a valid, existing and enforceable
        (A) first lien and first priority security interest with respect to each
        Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
        on the Mortgage Loan Schedule), or (B) second lien and second priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
        case,
        on the Mortgaged Property, including all improvements on the Mortgaged Property
        subject only to (a) the lien of current real property taxes and assessments
        not
        yet due and payable, (b) covenants, conditions and restrictions, rights of
        way,
        easements and other matters of the public record as of the date of recording
        being 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 which do not adversely affect the Appraised Value
        of
        the Mortgaged Property, (c) 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 and (d) with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule) a First Lien on the 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, existing and enforceable (A) first lien
        and
        first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      (xii)  The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms except as enforceability is limited by bankruptcy, insolvency or
        reorganization or other similar laws affecting the enforcement of the rights
        of
        creditors and general principals of equity, whether enforcement is sought
        in a
        proceeding in equity or at law;

       

      (xiii)  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.  The Mortgagor is a natural person;

       

      (xiv)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with.  All costs, fees and expenses incurred in making
        or closing the Mortgage Loan and the recording of the Mortgage have been
        paid,
        and the Mortgagor is not entitled to any refund of any amounts paid or due
        to
        the Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xv)  The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage.  The Seller has full right and authority under all
        governmental and regulatory bodies having jurisdiction over such Seller,
        subject
        to no interest or participation of, or agreement with, any party, to transfer
        and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free
        and
        clear of any encumbrance or right of others, equity, lien, pledge, charge,
        mortgage, claim, participation interest or security interest of any nature
        (collectively, a “Lien”); and immediately upon the transfers and assignments
        herein contemplated, the Seller shall have transferred and sold all of its
        right, title and interest in and to each Mortgage Loan and the Purchaser
        will
        hold good, marketable and indefeasible title to, and be the owner of, each
        Mortgage Loan subject to no Lien;

       

      (xvi)  All
        parties which have had any interest in the Mortgage Loan, whether as originator,
        mortgagee, assignee, pledgee or otherwise, are (or, during the period in
        which
        they held and disposed of such interest, were): (A) organized under the laws
        of
        such state, or (B) qualified to do business in such state, or (C) federal
        savings and loan associations or national banks having principal offices
        in such
        state, or (D) not doing business in such state so as to require qualification
        or
        licensing, or (E) not otherwise required to be licensed in such
        state.  All parties which have had any interest in the Mortgage Loan
        were in compliance with any and all applicable “doing business” and licensing
        requirements of the laws of the state wherein the Mortgaged Property is located
        or were not required to be licensed in such state;

       

      (xvii)  The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
        lender’s title insurance policy (which, in the case of an Adjustable Rate
        Mortgage Loan has an adjustable rate mortgage endorsement in the form of
        ALTA
        6.0 or 6.1), issued by a title insurer acceptable to FNMA and FHLMC and
        qualified to do business in the jurisdiction where the Mortgaged Property
        is
        located, insuring (subject to the exceptions contained above in (xi)(a) and
        (b)
        and, with respect to each Mortgage Loan which is indicated by the Seller
        to be a
        Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause
        (d)) the Seller, its successors and assigns as to the first priority lien
        of the
        Mortgage in the original principal amount of the Mortgage Loan and, with
        respect
        to any Adjustable Rate Mortgage Loan, against any loss by reason of the
        invalidity or unenforceability of the lien resulting from the provisions
        of the
        Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
        Payment.  Additionally, such lender’s title insurance policy
        affirmatively insures ingress and egress to and from the Mortgaged Property,
        and
        against encroachments by or upon the Mortgaged Property or any interest
        therein.  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 full 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 related
        Mortgage, including the Seller, has done, by act or omission, anything which
        would impair the coverage of such lender’s title insurance policy;

       

      (xviii)  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 the Seller has not
        waived any default, breach, violation or event of acceleration.  With
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the First
        Lien is in full force and effect, (ii) there is no default, breach, violation
        or
        event of acceleration existing under such First Lien mortgage or the related
        mortgage note, (iii) 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 thereunder, and either (A) the First Lien
        mortgage contains a provision which 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;

       

      (xix)  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 law could give rise
        to
        such lien) affecting the related Mortgaged Property which are or may be liens
        prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xx)  All
        improvements which were considered in determining the Appraised Value of
        the
        related 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;

       

      (xxi)  The
        Mortgage Loan was originated by the Seller or by a savings and loan association,
        a savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (xxii)  Payments
        on the Mortgage Loan shall commence (with respect to any newly originated
        Mortgage Loans) or commenced no more than sixty days after the proceeds of
        the
        Mortgage Loan were disbursed.  The Mortgage Loan bears interest at the
        Mortgage Interest Rate.  With respect to each Mortgage Loan, the
        Mortgage Note is payable on the first day of each month in Monthly Payments,
        which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
        amortize the original principal balance over the original term thereof and
        to
        pay interest at the related Mortgage Interest Rate, and (B) in the case of
        an
        Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
        any
        case, are sufficient to fully amortize the original principal balance over
        the
        original term thereof and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed the period specified on the Mortgage
        Loan Schedule and following the expiration of such interest-only period,
        the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  The
        Mortgage Note does not permit negative amortization.  No Mortgage Loan
        is a Convertible Mortgage Loan;

       

      (xxiii)  The
        origination and collection practices used by the Seller with respect to each
        Mortgage Note and Mortgage have been in all respects legal, proper, prudent
        and
        customary in the mortgage origination and servicing industry.  The
        Mortgage Loan has been serviced by the Seller and any predecessor servicer
        in
        accordance with all applicable laws, rules and regulations, the terms of
        the
        Mortgage Note and Mortgage, and the FNMA and FHLMC servicing
        guides.  With respect to escrow deposits and Escrow Payments (other
        than with respect to each Mortgage Loan which is indicated by the Seller
        to be a
        Second Lien Mortgage Loan and for which the mortgagee under the First Lien
        is
        collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)),
        if
        any, all such payments are in the possession of, or under the control of,
        the
        Seller and there exist no deficiencies in connection therewith for which
        customary arrangements for repayment thereof have not been made.  No
        escrow deposits or Escrow Payments or other charges or payments due the Seller
        have been capitalized under any Mortgage or the related Mortgage Note and
        no
        such escrow deposits or Escrow Payments are being held by the Seller for
        any
        work on a Mortgaged Property which has not been completed;

       

      (xxiv)  The
        Mortgaged Property is free of damage and waste and is in good repair, and
        there
        is no proceeding pending or, to the best of the Seller’s knowledge, threatened
        for the total or partial condemnation thereof nor is such a proceeding currently
        occurring;

       

      (xxv)  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, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure.  The Mortgaged Property has not been subject to any
        bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
        filed
        for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage;

       

      (xxvi)  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;

       

      (xxvii)  The
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        of
        the Seller in effect at the time the Mortgage Loan was originated; and the
        Mortgage Note and Mortgage are on forms acceptable to FNMA and
        FHLMC;

       

      (xxviii)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (xi) above;

       

      (xxix)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which,
        (a)
        with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
        form
        2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
        Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection,
        and (c) with respect to (a) or (b) above, was made and signed, prior to the
        approval of the Mortgage Loan application, by a qualified appraiser, duly
        appointed by the Seller, who had no interest, direct or indirect in the
        Mortgaged Property or in any loan made on the security thereof, whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan
        and who met the minimum qualifications of FNMA and FHLMC.  Each
        appraisal of the Mortgage Loan was made in accordance with the relevant
        provisions of the Financial Institutions Reform, Recovery, and Enforcement
        Act
        of 1989;

       

      (xxx)  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 Purchaser to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (xxxi)  No
        Mortgage Loan is a Buydown Mortgage Loan.

       

      (xxxii)  The
        Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage
        Loan, and the Mortgage Loan does not have a shared appreciation or other
        contingent interest feature;

       

      (xxxiii)  The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (xxxiv)  No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (xxxv)  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 can reasonably be expected to cause the Mortgage Loan to be
        an
        unacceptable investment, cause the Mortgage Loan to become delinquent, cause
        the
        Mortgage Loan to not be paid in full when due, or adversely affect the value
        of
        the Mortgage Loan;

       

      (xxxvi)  With
        respect to any Mortgage Loan with an original Loan-to-Value Ratio greater
        than
        80%, the Mortgage Loan will be insured by a Primary Insurance Policy, issued
        by
        a Qualified Insurer, which insures that portion of the Mortgage Loan in excess
        of the portion of the Appraised Value of the Mortgaged Property required
        by
        FNMA.  All provisions of such Primary Insurance Policy have been and
        are being complied with, such policy is in full force and effect, and all
        premiums due there under have been paid.  Any Mortgage subject to any
        such Primary Insurance Policy obligates the Mortgagor there under to maintain
        such insurance and to pay all premiums and charges in connection
        therewith.  The Mortgage Interest Rate for the Mortgage Loan does not
        include any such insurance premium.  If a Mortgage Loan is identified
        on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage Insurance
        Policy, such policy insures that portion of the Mortgage Loan set forth in
        the
        LPMI Policy.  All provisions of any such LPMI Policy have been and are
        being complied with, such policy is in full force and effect, and all premiums
        due there under have been paid.  The Mortgage Interest Rate for the
        Mortgage Loan does not include the insurance premium for any LPMI
        Policy;

       

      (xxxvii)  The
        Mortgaged Property is lawfully occupied under applicable law; 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.  No improvement located on or being part of
        any Mortgaged Property is in violation of any applicable zoning and subdivision
        law, ordinance  or regulation;

       

      (xxxviii)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of any person, including
        without limitation the Mortgagor, any appraiser, any builder or 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;

       

      (xxxix)  Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded,
        or are
        in the process of being recorded, in the appropriate jurisdictions wherein
        such
        recordation is necessary to perfect the lien thereof as against creditors
        of the
        Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
        Assignment of Mortgage is in recordable form and is acceptable for recording
        under the laws of the jurisdiction in which the Mortgaged Property is
        located;

       

      (xl)  Any
        principal advances made to the Mortgagor prior to the 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 Mortgage Loan Schedule.  The
        lien of the Mortgage securing the consolidated principal amount is expressly
        insured as having (A) first lien priority with respect to each Mortgage Loan
        which is indicated by the Seller to be a First Lien (as reflected on the
        Mortgage Loan Schedule), or (B) second lien priority with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule), in either case, by a title
        insurance policy, an endorsement to the policy insuring the mortgagee’s
        consolidated interest or by other title evidence acceptable to FNMA and
        FHLMC.  The consolidated principal amount does not exceed the original
        principal amount of the Mortgage Loan;

       

      (xli)  If
        the
        Residential Dwelling on the Mortgaged Property is a condominium unit or a
        unit
        in a planned unit development (other than a de minimis planned unit development)
        such condominium or planned unit development project meets the eligibility
        requirements of FNMA and FHLMC;

       

      (xlii)  Each
        Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
        50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
        originated in compliance with the provisions of Article XVI, Section 50(a)(6)
        of
        the Texas Constitution, Texas Civil Statutes and the Texas Finance
        Code.  With respect to each Texas Refinance Loan that is a Cash Out
        Refinancing, the related Mortgage Loan Documents state that the Mortgagor
        may
        prepay such Texas Refinance Loan in whole or in part without incurring a
        Prepayment Charge.  The Seller does not collect any such Prepayment
        Charges in connection with any such Texas Refinance Loan;

       

      (xliii)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xliv)  The
        Mortgaged Property is in material compliance with all applicable environmental
        laws pertaining to environmental hazards including, without limitation,
        asbestos, 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;

       

      (xlv)  The
        Seller shall, at its own expense, cause each Mortgage Loan to be covered
        by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
        designee at no cost to the Purchaser or its designee; provided however, that
        if
        the Seller fails to purchase such Tax Service Contract, the Seller shall
        be
        required to reimburse the Purchaser for all costs and expenses incurred by
        the
        Purchaser in connection with the purchase of any such Tax Service
        Contract;

       

      (xlvi)  Each
        Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
        is assignable to the Purchaser or its designee at no cost to the Purchaser
        or
        its designee or, for each Mortgage Loan not covered by such Flood Zone Service
        Contract, the Seller agrees to purchase such Flood Zone Service
        Contract;

       

      (xlvii)  None
        of
        the Adjustable Rate Mortgage Loans include an option to convert to a Fixed
        Rate
        Mortgage Loan;

       

      (xlviii)  No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio;

       

      (xlix)  The
        Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
        95%
        and the CLTV of any Mortgage Loan at origination was not more than
        100%;

       

      (l)  Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1);

       

      (li)  No
        Mortgage Loan is (a) subject to, covered by or in violation of the provisions
        of
        the Homeownership and Equity Protection Act of 1994, as amended (“HOEPA”), (b) a
“high cost”, “covered”, “abusive”, “predatory”, “home loan”, “Section 10” or
“high risk” mortgage loan (or a similarly designated loan using different
        terminology) under any federal, state or local law, or any other statute
        or
        regulation providing assignee liability to holders of such mortgage loans,
        or
        (c) subject to or in violation of any such or comparable federal, state or
        local
        statutes or regulations, (d) 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 5.6 Glossary Revised, Appendix E as of the related Closing
        Date).

       

      (lii)  Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Commitment Letter;

       

      (liii)  No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (liv)  No
        Mortgagor is the obligor on more than two Mortgage Notes;

       

      (lv)  Each
        Mortgage contains a provision for the acceleration of the payment of the
        unpaid
        principal balance of the related Mortgage Loan in the event the related
        Mortgaged Property is sold without the prior consent of the mortgagee
        thereunder;

       

      (lvi)  With
        respect to each Mortgage Loan which is a Second Lien, (i) the related first
        lien
        does not provide for negative amortization, and (ii) either no consent for
        the
        Mortgage Loan is required by the holder of the first lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (lvii)  No
        Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge
        longer
        than five years after its origination;

       

      (lviii)  The
        Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
        Charges specifically authorizes such Prepayment Charges to be collected,
        such
        Prepayment Charges are permissible and enforceable in accordance with the
        terms
        of the related Mortgage Loan Documents and all applicable federal, state
        and
        local laws (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) and each
        Prepayment Charge was originated in compliance with all applicable federal,
        state and local laws;

       

      (lix)  With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
        to
        the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
        in exchange for a monetary benefit, including but not limited to a Mortgage
        Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
        the Mortgagor was offered the option of obtaining a Mortgage Loan that did
        not
        require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
        to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
        and
        federal law, (iv) for Mortgage Loans originated on or after September 1,
        2004,
        the duration of the prepayment period shall not exceed three (3) years from
        the
        date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
        the
        prepayment period to no more than five years from the date of the Mortgage
        Note
        and the Mortgagor was notified in writing of such reduction in the prepayment
        period, and (v) notwithstanding any state or federal law to the contrary,
        the  Seller shall not impose such Prepayment Charge in any instance
        when the Mortgage debt is accelerated as the result of the Mortgagor’s default
        in making the Monthly Payments;

       

      (lx)  No
        Mortgagor was required to purchase any credit life, disability, accident
        or
        health insurance product or debt cancellation agreement as a condition of
        obtaining the extension of credit.  No Mortgagor obtained a prepaid
        single premium credit life, disability, accident or health insurance policy
        in
        connection with the origination of the Mortgage Loan, and no proceeds from
        any
        Mortgage Loan were used to finance single-premium credit insurance policies
        or
        debt cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Mortgage Loan;

       

      (lxi)  No
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia;

       

      (lxii)  The
        Seller and any predecessor servicer has fully furnished, 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 (three
        of
        the credit repositories) on a monthly basis; and the Seller will 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 Credit Information
        Company (three of the credit repositories), on a monthly basis;

       

      (lxiii)  No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a Mortgagor without regard for the Mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
        which has no tangible net benefit to the Mortgagor, were employed in connection
        with the origination of the Mortgage Loan.  Each Mortgage Loan is in
        compliance with the anti-predatory lending eligibility for purchase requirements
        of FNMA’s Selling Guide;

       

      (lxiv)  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, has conducted the requisite due diligence in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations;

       

      (lxv)  No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Seller which is a higher cost product designed for less creditworthy
        borrowers, unless at the time of the related Mortgage Loan’s origination, such
        Mortgagor did not qualify taking into account credit history and debt to
        income
        ratios for a lower cost credit product then offered by the Seller or any
        affiliate of the Seller.  If, at the time of the related loan
        application, the Mortgagor may have qualified for a lower cost credit product
        then offered by any mortgage lending affiliate of the Seller, the Seller
        referred the Mortgagor’s application to such affiliate for underwriting
        consideration;

       

      (lxvi)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles 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 ability to make timely
        payments on the Mortgage Loan;

       

      (lxvii)  All
        points, fees and charges, including finance charges (whether or not financed,
        assessed, collected or to be collected), in connection with the origination
        and
        servicing of each Mortgage Loan were disclosed in writing to the related
        Mortgagor in accordance with applicable state and federal law and
        regulation.  Except in the case of a Mortgage Loan in an original
        principal amount of less than $60,000 which would have resulted in an
        unprofitable origination, no related Mortgagor was charged “points and fees”
(whether or not financed) in an amount greater than 5% of the principal amount
        of such loan, such 5% limitation is calculated in accordance with FNMA’s
        anti-predatory lending requirements as set forth in the FNMA Selling
        Guide;

       

      (lxviii)  The
        Seller will transmit full-file credit reporting data for each Mortgage Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Company agrees it shall report one of the following statuses each month as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (lxix)  No
        Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
        hundred percent of the amount financed of any purchase money Second Lien
        Mortgage Loan subject to the NJ Act was used for the purchase of the related
        Mortgaged Property;

       

      (lxx)  With
        respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
        MIN
        is accurately provided on the related Mortgage Loan Schedule. The related
        assignment of Mortgage to MERS has been duly and properly recorded;

       

      (lxxi)  With
        respect to each MERS Mortgage Loan, the Seller has not received any notice
        of
        liens or legal actions with respect to such Mortgage Loan and no such notices
        have been electronically posted by MERS;

       

      (lxxii)  With
        respect to each Mortgage Loan, neither the related Mortgage nor the related
        Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the Mortgage Loan
        transaction;

       

      (lxxiii)  With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
        Mortgage Property located in the State of Illinois is in violation of the
        provisions of the Illinois Interest Act, including Section 4.1a which provides
        that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
        per
        annum has lender-imposed fees (or other charges) in excess of 3.0% of the
        original principal balance of the Mortgage Loan;

       

      (lxxiv)  No
        Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
        as
        a lessee under a ground lease of the related Mortgaged Property;

       

      (lxxv)  No
        Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged
        Property located in the State of Massachusetts is a Refinanced Mortgage Loan,
        or
        such Mortgage Loan is in the "borrower's interest," as documented by a
        "borrower's interest worksheet" for the particular Mortgage Loan, which
        worksheet incorporates the factors set forth in Massachusetts House Bill
        4880
        (2004) and the regulations promulgated thereunder for determining "borrower's
        interest," and otherwise complies in all material respects with the laws
        of the
        Commonwealth of Massachusetts.

       

      (lxxvi)  The
        Mortgage Loan Documents and any other documents required to be delivered
        with
        respect to each Mortgage Loan have been delivered to the Purchaser all in
        compliance with the specific requirements of this Agreement;

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

      


      Representation
        and Warranties with Respect to the HomeBanc Mortgage Loans

      


      Except
        for “Mortgage Loans”, which shall mean the HomeBanc Mortgage Loans sold by the
        Seller to the Purchaser, all capitalized terms in this Exhibit F shall have
        the
        meanings ascribed to them in the HomeBanc Purchase Agreement.

      


      The
        Seller hereby represents and warrants to the Purchaser that, as to each Mortgage
        Loan, as of the related Closing Date for such Mortgage Loan:

       

      i)  Mortgage
        Loans as Described.  The information set forth in the related
        Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser
        in
        the Data File is complete, true and correct. The Mortgage Loan is in compliance
        with all requirements set forth in the related Confirmation, and the
        characteristics of the related Mortgage Loan Package as set forth in the
        related
        Confirmation are true and correct;

       

      ii)  Payments
        Current. All payments required to be made up to the close of business on the
        Closing Date for such Mortgage Loan under the terms of the Mortgage Note
        have
        been made; unless a Mortgage Loan is a Buydown Mortgage Loan, the Seller
        has not
        advanced funds, or induced, solicited or knowingly received any advance of
        funds
        from a party other than the owner of the related Mortgaged Property, directly
        or
        indirectly, for the payment of any amount required by the Mortgage Note or
        Mortgage.  Unless otherwise set forth in the related Commitment Letter
        and Mortgage Loan Schedule, there has been no delinquency, exclusive of any
        period of grace, in any payment by the Mortgagor thereunder since the
        origination of the Mortgage Loan;

       

      iii)  No
        Outstanding Charges. There are no delinquent taxes, ground rents, water
        charges, sewer rents, assessments, insurance premiums, leasehold payments,
        including assessments payable in future installments or other outstanding
        charges affecting the related Mortgaged Property;

       

      iv)  Location
        and Type of Mortgaged Property. The Mortgaged Property is located in the
        state identified in the related Mortgage Loan Schedule and is improved by
        a
        Residential Dwelling;

       

      v)  Original
        Terms Unmodified. The terms of the Mortgage Note and the Mortgage have not
        been impaired, waived, altered or modified in any respect, except by written
        instruments, recorded in the applicable public recording office if necessary
        to
        maintain the lien priority of the Mortgage, and which have been delivered
        to the
        Purchaser; the substance of any such waiver, alteration or modification has
        been
        approved by the insurer under the Primary Insurance Policy or LPMI Policy,
        if
        any, and the title insurer, to the extent required by the related policy,
        and is
        reflected on the related Mortgage Loan Schedule. No instrument of waiver,
        alteration or modification has been executed, and no Mortgagor has been
        released, in whole or in part, except in connection with an assumption agreement
        approved by the insurer under the Primary Insurance Policy or LPMI Policy,
        if
        any, the title insurer, to the extent required by the policy, and which
        assumption agreement has been delivered to the Purchaser and the terms of
        which
        are reflected in the related Mortgage Loan Schedule;

       

      vi)  No
        Defenses.  The Mortgage Note and the Mortgage are not subject to
        any right of rescission, set off, counterclaim or defense, including the
        defense
        of usury, nor will the operation of any of the terms of the Mortgage Note
        and/or
        the Mortgage, or the exercise of any right thereunder, render the Mortgage
        unenforceable, in whole or in part, or subject to any right of rescission,
        set
        off, counterclaim or defense, including the defense of usury and no such
        right
        of rescission, set off, counterclaim or defense has been asserted with respect
        thereto;

       

      vii)  Conformance
        with Underwriting Guidelines and Agency Standards. The Mortgage Loan was
        underwritten in accordance with the Underwriting Guidelines of the Seller
        in
        effect at the time the Mortgage Loan was originated; and the Mortgage Note
        and
        Mortgage are on forms acceptable to Fannie Mae and Freddie Mac;

       

      viii)  Hazard
        Insurance. All buildings upon the Mortgaged Property are insured by a
        Qualified Insurer acceptable to Fannie Mae and Freddie Mac against loss by
        fire,
        hazards of extended coverage and such other hazards as are customary in the
        area
        where the Mortgaged Property is located, in an amount not less than the lesser
        of (i) 100% of the replacement cost of all improvements to the Mortgaged
        Property and (ii) either (A) the outstanding principal balance of the Mortgage
        Loan with respect to each first lien Mortgage Loan or (B) with respect to
        each
        Second Lien Mortgage Loan, the sum of the outstanding principal balance of
        the
        related first lien mortgage loan and the outstanding principal balance of
        the
        Second Lien Mortgage Loan; provided, however, in no event shall the amount
        of
        insurance be less than the amount necessary to avoid the operation of any
        co-insurance provisions with respect to the Mortgaged Property. All such
        insurance policies contain a standard mortgagee clause naming the Seller,
        its
        successors and assigns as mortgagee and all premiums thereon have been
        paid.  If the Mortgaged Property is in an area identified on a Flood
        Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
        Management Agency as having special flood hazards (and such flood insurance
        has
        been made available) a flood insurance policy meeting the requirements of
        the
        current guidelines of the Federal Insurance Administration is in effect which
        policy conforms to the requirements of Fannie Mae and Freddie
        Mac.  The Mortgage obligates the Mortgagor thereunder to maintain all
        such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
        failure to do so, authorizes the holder of the Mortgage to maintain such
        insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
        from the Mortgagor;

       

      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,
        fair housing, disclosure laws and all predatory, abusive and fair lending
        laws
        applicable to the origination and servicing of mortgage loans of a type similar
        to the Mortgage Loans have been complied with and the consummation of the
        transactions contemplated hereby will not involve the violation of any such
        laws, and the Seller shall maintain in its possession, available for the
        inspection of the Purchaser or its designee, and shall deliver to the Purchaser
        or its designee, upon two Business Days’ request, evidence of compliance with
        such requirements;

       

      x)  No
        Satisfaction of Mortgage. Subject to representation and warranty (xi) below,
        the Mortgage has not been satisfied, cancelled, 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, cancellation, subordination, rescission
        or
        release;

       

      xi)  Valid
        Lien. The related Mortgage is properly recorded and is a valid, existing
        and
        enforceable (A) first lien and first priority security interest with respect
        to
        each Mortgage Loan which is indicated by the Seller to be a First Lien (as
        reflected on the Mortgage Loan Schedule), or (B) second lien and second priority
        security interest with respect to each Mortgage Loan which is indicated by
        the
        Seller to be a Second Lien (as reflected on the Mortgage Loan Schedule),
        in
        either case, on the Mortgaged Property, including all improvements on the
        Mortgaged Property subject only to (a) the lien of current real property
        taxes
        and assessments not yet due and payable, (b) covenants, conditions and
        restrictions, rights of way, easements and other matters of the public record
        as
        of the date of recording being 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 which do not adversely
        affect the Appraised Value of the Mortgaged Property, (c) 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 and (d)
        with
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien
        on
        the 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, existing and enforceable (A) first
        lien
        and first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      xii)  Validity
        of Mortgage Loan Documents. The Mortgage Note and the related Mortgage are
        genuine and each is the legal, valid and binding obligation of the maker
        thereof, enforceable in accordance with its terms;

       

      xiii)  Legal
        Capacity. 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.  The Mortgagor is a natural
        person;

       

      xiv)  Full
        Disbursement of Proceeds. Except with respect to de minimis completion
        escrows, the proceeds of the Mortgage Loan have been fully disbursed to or
        for
        the account of the Mortgagor and there is no obligation for the Mortgagee
        to
        advance additional funds thereunder and any and all requirements as to
        completion of any on-site or off-site improvement and as to disbursements
        of any
        escrow funds therefor have been complied with.  All costs, fees and
        expenses incurred in making or closing the Mortgage Loan and the recording
        of
        the Mortgage have been paid, and the Mortgagor is not entitled to any refund
        of
        any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or
        Mortgage;

       

      xv)  Ownership.
        The Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note and the Mortgage.  The Seller has full right and authority under
        all governmental and regulatory bodies having jurisdiction over such Seller,
        subject to no interest or participation of, or agreement with, any party,
        to
        transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement
        free and clear of any encumbrance or right of others, equity, lien, pledge,
        charge, mortgage, claim, participation interest or security interest of any
        nature (collectively, a “Lien”); and immediately upon the transfers and
        assignments herein contemplated, the Seller shall have transferred and sold
        all
        of its right, title and interest in and to each Mortgage Loan and the Purchaser
        will hold good, marketable and indefeasible title to, and be the owner of,
        each
        Mortgage Loan subject to no Lien;

       

      xvi)  Doing
        Business. All parties which have had any interest in the Mortgage Loan,
        whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
        during the period in which they held and disposed of such interest, were):
        (A)
        organized under the laws of such state, or (B) qualified to do business in
        such
        state, or (C) federal savings and loan associations or national banks having
        principal offices in such state, or (D) not doing business in such state
        so as
        to require qualification or licensing, or (E) not otherwise required to be
        licensed in such state.  All parties which have had any interest in
        the Mortgage Loan were in compliance with any and all applicable “doing
        business” and licensing requirements of the laws of the state wherein the
        Mortgaged Property is located or were not required to be licensed in such
        state;

       

      xvii)  Title
        Insurance. The Mortgage Loan is covered by an American Land Title
        Association (“ALTA”) ALTA lender’s title insurance policy acceptable to Fannie
        Mae and Freddie Mac (which, in the case of an Adjustable Rate Mortgage Loan
        has
        an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1),
        issued
        by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified
        to do
        business in the jurisdiction where the Mortgaged Property is located, insuring
        (subject to the exceptions contained above in (xi)(a) and (b) and, with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the
        Seller, its successors and assigns as to the first priority lien of the Mortgage
        in the original principal amount of the Mortgage Loan and, with respect to any
        Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
        or
        unenforceability of the lien resulting from the provisions of the Mortgage
        providing for adjustment in the Mortgage Interest Rate and Monthly
        Payment.  Additionally, such lender’s title insurance policy
        affirmatively insures ingress and egress to and from the Mortgaged Property,
        and
        against encroachments by or upon the Mortgaged Property or any interest
        therein.  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 full 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 related
        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
        the
        Seller has not waived any default, breach, violation or event of
        acceleration.  With respect to each Mortgage Loan which is indicated
        by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
        Loan Schedule) (i) the First Lien is in full force and effect, (ii) there
        is no
        default, breach, violation or event of acceleration existing under such First
        Lien mortgage or the related mortgage note, (iii) 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
        thereunder, and either (A) the First Lien mortgage contains a provision which
        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;

       

      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 law could give rise to such lien) affecting the related Mortgaged Property
        which are or may be liens prior to, or equal or coordinate with, the lien
        of the
        related Mortgage;

       

      xx)  Origination.
        The Mortgage Loan was originated by the Seller or by a savings and loan
        association, a savings bank, a commercial bank or similar banking institution
        which is supervised and examined by a federal or state authority, or by a
        mortgagee approved as such by the Secretary of HUD;

       

      xxi)  Payment
        Terms. Payments on the Mortgage Loan shall commence (with respect to any
        newly originated Mortgage Loans) or commenced no more than sixty days after
        the
        proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
        interest at the Mortgage Interest Rate.  With respect to each Mortgage
        Loan, the Mortgage Note is payable on the first day of each month in Monthly
        Payments, which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient
        to fully amortize the original principal balance over the original term thereof
        (other than with respect to a Mortgage Loan identified on the related Mortgage
        Loan Schedule as an interest-only Mortgage Loan during the interest-only
        period
        or a Mortgage Loan which is identified on the related Mortgage Loan Schedule
        as
        a Balloon Mortgage Loan)  and to pay interest at the related Mortgage
        Interest Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are
        changed on each Adjustment Date, and in any case, are sufficient to fully
        amortize the original principal balance over the original term thereof (other
        than with respect to a Mortgage Loan identified on the related Mortgage Loan
        Schedule as an interest-only Mortgage Loan during the interest-only period
        or a
        Mortgage Loan which is identified on the related Mortgage Loan Schedule as
        a
        Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed the period specified on the Mortgage
        Loan Schedule and following the expiration of such interest-only period,
        the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  With
        respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
        payment which is sufficient to fully amortize the original principal balance
        over the original term thereof and to pay interest at the related Mortgage
        Interest Rate and requires a final Monthly Payment substantially greater
        than
        the preceding monthly payment which is sufficient to repay the remaining
        unpaid
        principal balance of the Balloon Mortgage Loan as of the Due Date of such
        Monthly Payment.  No Balloon Mortgage Loan has an original stated
        maturity of less than seven (7) years. The Mortgage Note does not permit
        negative amortization.  No Mortgage Loan had an original term to
        maturity of more than thirty (30) years;

       

      xxii)  Origination
        and Collection Practices; Escrow Deposits. The origination, servicing and
        collection practices used by the Seller with respect to each Mortgage Note
        and
        Mortgage, including without limitation the establishment, maintenance and
        servicing of the Escrow Accounts and Escrow Payments, if any, since origination
        have been in all respects legal, proper, prudent and customary in the mortgage
        origination and servicing industry.  The Mortgage Loan has been
        serviced by the Seller and any predecessor servicer in accordance with all
        applicable laws, rules and regulations, the terms of the Mortgage Note and
        Mortgage, and the Fannie Mae and Freddie Mac servicing guides.  With
        respect to escrow deposits and Escrow Payments (other than with respect to
        each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        and for which the mortgagee under the First Lien is collecting Escrow Payments
        (as reflected on the Mortgage Loan Schedule)), if any, all such payments
        are in
        the possession of, or under the control of, the Seller and there exist no
        deficiencies in connection therewith for which customary arrangements for
        repayment thereof have not been made.  No escrow deposits or Escrow
        Payments or other charges or payments due the Seller have been capitalized
        under
        any Mortgage or the related Mortgage Note and, except with respect to de
        minimis
        completion escrows, no such escrow deposits or Escrow Payments are being
        held by
        the Seller for any work on a Mortgaged Property which has not been
        completed;

       

      xxiii)  Mortgaged
        Property Undamaged. The Mortgaged Property is free of damage and waste and
        is in good repair, and there is no proceeding pending or, to the best of
        Seller’s knowledge, threatened for the total or partial condemnation thereof nor
        is such a proceeding currently occurring;

       

      xxiv)  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, (a) in the case of
        a
        Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by
        judicial foreclosure.  The Mortgaged Property has not been subject to
        any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has
        not
        filed for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage;  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;

       

      xxv)  Appraisal.
        Unless otherwise set forth on the Mortgage Loan Schedule, the Mortgage File
        contains an appraisal of the related Mortgaged Property which, (a) with respect
        to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with
        an
        interior inspection, or (b) with respect to Second Lien Mortgage Loans, was
        on
        appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c)
        with
        respect to (a) or (b) above, was made and signed, prior to the approval of
        the
        Mortgage Loan application, by an appraiser, duly appointed by the Seller,
        who
        had no interest, direct or indirect in the Mortgaged Property or in any loan
        made on the security thereof, whose compensation is not affected by the approval
        or disapproval of the Mortgage Loan and who met the minimum qualifications
        of
        Fannie Mae and Freddie Mac.  Each appraisal of the Mortgage Loan was
        made in accordance with the relevant provisions of the Financial Institutions
        Reform, Recovery, and Enforcement Act of 1989;

       

      xxvi)  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 Purchaser to the trustee under
        the
        deed of trust, except in connection with a trustee’s sale after default by the
        Mortgagor;

       

      xxvii)  Construction
        or Rehabilitation of Mortgaged Property. No Mortgage Loan was made in
        connection with (a) the construction or rehabilitation of a Mortgaged Property
        other than construction-to-permanent mortgage loans which have been converted
        to
“permanent” mortgage loans or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      xxviii)   LTV;
        CLTV. The Loan-to-Value Ratio of any Mortgage Loan at origination was not
        more than 100% and the CLTV of any Mortgage Loan at origination was not more
        than 100%;  Each Mortgage Loan (other than any Mortgage Loan
        underwritten pursuant to the Seller’s Subprime Underwriting Guidelines) with an
        original Loan-to-Value Ratio at origination greater than 80% is and will
        be
        subject to a Primary Insurance Policy, issued by a Qualified Insurer, which
        insures that portion of the Mortgage Loan in excess of the portion of the
        Appraised Value of the Mortgaged Property as required by Fannie
        Mae.  All provisions of such Primary Insurance Policy have been and
        are being complied with, such policy is in full force and effect, and all
        premiums due thereunder have been paid.  Any Mortgage subject to any
        such Primary Insurance Policy that is not an LPMI Policy obligates the Mortgagor
        thereunder to maintain such insurance and to pay all premiums and charges
        in
        connection therewith and the Mortgage Interest Rate for the Mortgage Loan
        does
        not include any such insurance premium.  If a Mortgage Loan is
        identified on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage
        Insurance Policy, such policy insures that portion of the Mortgage Loan set
        forth in the LPMI Policy.  All provisions of any such 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;

       

      xxix)   Occupancy
        of the Mortgaged Property. The Mortgaged Property is lawfully occupied under
        applicable law; 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.  No improvement located on
        or being part of any Mortgaged Property is in violation of any applicable
        zoning
        and subdivision law, ordinance  or regulation;

       

      xxx)  No
        Error, Omission, Fraud etc. No error, omission, misrepresentation,
        negligence, fraud or similar occurrence with respect to a Mortgage Loan has
        taken place on the part of any person, including without limitation the
        Mortgagor, any appraiser, any builder or 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;

       

      xxxi)  Consolidation
        of Advances; Lien Priority. Any principal advances made to the Mortgagor
        prior to the 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 Mortgage Loan Schedule.  The lien of the Mortgage securing the
        consolidated principal amount is expressly insured as having (A) first lien
        priority with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second
        lien
        priority with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
        in
        either case, 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 and Freddie Mac.  The consolidated principal amount does
        not exceed the original principal amount of the Mortgage Loan;

       

      xxxii)   Environmental
        Matters. The Mortgaged Property is in material compliance with all
        applicable environmental laws pertaining to environmental hazards including,
        without limitation, asbestos, 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;

       

      xxxiii)   HOEPA.
        No Mortgage Loan is (a) subject to the provisions of the Homeownership and
        Equity Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage
        rate” or “total points and fees” payable by the borrower (as each such term is
        defined under HOEPA) that equal or exceed the applicable thresholds defined
        under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
        and
        (ii)), (b) a “high cost” mortgage loan, “covered” mortgage loan (excluding home
        loans defined as “covered home loans” in the New Jersey Home Ownership Security
        Act of 2002 that were originated between November 26, 2003 and July 7, 2004),
        “high risk home” mortgage loan, or “predatory” mortgage loan or any other
        comparable term, no matter how defined under any federal, state or local
        law,
        (c) subject to any comparable federal, state or local statutes or regulations,
        or any other statute or regulation providing for heightened regulatory scrutiny,
        assignee liability to holders of such mortgage loans or additional legal
        liability for mortgage loans having high interest rates, points and/or fees,
        or
        (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
        in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
        E);

       

      xxxiv)   Due-On-Sale.
        Each Mortgage contains an enforceable provision for the acceleration of the
        payment of the unpaid principal balance of the related Mortgage Loan in the
        event the related Mortgaged Property is sold or transferred without the prior
        consent of the mortgagee thereunder;

       

      xxxv)  Second
        Liens. With respect to each Mortgage Loan which is a Second Lien, (i) the
        related First Lien does not provide for negative amortization, (ii) either
        no
        consent for the Mortgage Loan is required by the holder of the First Lien
        or
        such consent has been obtained and is contained in the Mortgage File and
        (iii)
        such Second Lien is on a Residential Dwelling that is (or will be) the principal
        residence of the Mortgagor upon origination of the Second Lien;

       

      xxxvi)  Prepayment
        Charges in Mortgage Loan Documents. The Mortgage Loan Documents with respect
        to each Mortgage Loan subject to Prepayment Charges specifically authorizes
        such
        Prepayment Charges to be collected, such Prepayment Charges are permissible
        and
        enforceable in accordance with the terms of the related Mortgage Loan Documents
        and all applicable federal, state and local laws (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) and each Prepayment Charge was originated in compliance with
        all
        applicable federal, state and local laws;

       

      xxxvii)   Compliance
        with Patriot Act. The Seller has complied with all applicable anti-money
        laundering laws and regulations (collectively, the “Anti-Money Laundering
        Laws”).  If required by the Anti-Money Laundering Laws, the Seller has
        established an anti-money laundering compliance program as required by the
        Anti-Money Laundering Laws, has conducted the requisite due diligence in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations.;

       

      xxxviii)  MERS
        Mortgage Loans. No Mortgage Loan is a MERS Mortgage Loan;

       

      xxxix)  FACT
        Act.  The sale or transfer of the Mortgage Loan by the Seller
        complies with all applicable federal, state, and local laws, rules, and
        regulations governing such sale or transfer, including, without limitation,
        the
        Fair and Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit
        Reporting Act, each as may be amended from time to time, and the Seller has
        not
        received any actual or constructive notice of any identity theft, fraud,
        or
        other misrepresentation in connection with such Mortgage Loan or any party
        thereto.

       

      xl)  Qualified
        Mortgage. Each Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
        1.860G-2(a)(1);

       

      xli)  Condos
        and PUDs. If the Residential Dwelling on the Mortgaged Property is a
        condominium unit or a unit in a planned unit development (other than a de
        minimis planned unit development) such condominium or planned unit development
        project meets the eligibility requirements of the Seller;

       

      xlii)  Appraised
        Value.  All improvements which were considered in determining the
        Appraised Value of the related 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
        unless
        otherwise affirmatively insured under an ALTA lender’s title insurance policy
        issued in conformance with subsection (xvii) hereof;

       

      xliii)  No
        Additional Collateral. The Mortgage Note is not and has not been secured by
        any collateral except the lien of the corresponding Mortgage on the Mortgaged
        Property and the security interest of any applicable security agreement or
        chattel mortgage referred to in (xi) above;

       

      xliv)  Buydown
        Mortgage Loans. With respect to each Buydown Mortgage Loan:

       

      xlv)  (a)           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 for the first
        two
        years of the term of such Mortgage Loan at an interest rate of not more than
        2.0% less per annum than the Mortgage Interest Rate.  The effective
        interest rate will increase in the seventh month of the Buydown Mortgage
        Loan so
        that the effective interest rate will be equal to the interest rate as set
        forth
        in the related Mortgage Note.

       

      xlvi)  (b)           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 not 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 Mortgaged Property
        when
        calculating the Loan-to-Value Ratios for purposes of this Agreement and,
        if the
        Buydown Funds were provided by the Seller and if required under Agency
        Guidelines, the terms of the Buydown Agreement were disclosed to the appraiser
        of the Mortgaged Property;

       

      xlvii)  (c)           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;

       

      xlviii)  (d)           As
        of the Cut-off Date, the Buydown Mortgage Loans are 5% or less of the aggregate
        Stated Principal Balance of the Mortgage Loans; and

       

      xlix)   (e)           As
        of the date of origination of the Mortgage Loan, the provisions of the related
        Buydown Agreement complied with the requirements of Fannie Mae and Freddie
        Mac
        regarding buydown agreements;

       

      l)  No
        Convertible Mortgage Loans; No Graduated Payments or Contingent Interests.
        No Mortgage Loan is a Convertible Mortgage Loan. 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;

       

      li)  Disclosure
        Materials. The Mortgagor has executed a statement to the effect that the
        Mortgagor has received all disclosure materials required by applicable law
        with
        respect to the making of fixed rate mortgage loans in the case of Fixed Rate
        Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable
        Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage
        Loans, and such statement is and will remain in the Mortgage File;

       

      lii)  Recordation
        of Mortgages. Each original Mortgage was recorded, or is in the process of
        being recorded, and all subsequent assignments of the original Mortgage (other
        than the assignment to the Purchaser) have been recorded, or are in the process
        of being recorded, in the appropriate jurisdictions wherein such recordation
        is
        necessary to perfect the lien thereof as against creditors of the Seller.
        With
        respect to each Mortgage Loan, the Assignment of Mortgage is in recordable
        form
        (except for the name of the assignee which is blank) and is acceptable for
        recording under the laws of the jurisdiction in which the Mortgaged Property
        is
        located;

       

      liii)  Texas
        Refinance Loans. Each Mortgage Loan originated in the state of Texas
        pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas
        Refinance Loan”) has been originated in compliance with the provisions of
        Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes
        and the Texas Finance Code.  With respect to each Texas Refinance Loan
        that is a Cash Out Refinancing, the related Mortgage Loan Documents state
        that
        the Mortgagor may prepay such Texas Refinance Loan in whole or in part without
        incurring a Prepayment Charge.  The Seller does not collect any such
        Prepayment Charges in connection with any such Texas Refinance
        Loan;

       

      liv)  Verification
        of Down Payment. Unless otherwise set forth on the Mortgage Loan Schedule,
        the source of the down payment with respect to each Mortgage Loan has been
        fully
        verified by the Seller;

       

      lv)  Tax
        Service Contracts. The Seller shall, at its own expense, cause each Mortgage
        Loan to be covered by a “life of loan” Tax Service Contract;

       

      lvi)  Flood
        Zone Service Contracts. Each Mortgage Loan is covered by a “life of loan”
Flood Zone Service Contract which is assignable to the Purchaser or its
        designee
        at no cost to the Purchaser or its designee or, for each Mortgage Loan not
        covered by such Flood Zone Service Contract, the Seller agrees to purchase
        such
        Flood Zone Service Contract;

       

      lvii)  No
        Cooperatives; No Commercial Property; No Mixed Use Property, No Manufactured
        Housing. No Mortgage Loan is secured by cooperative housing, commercial
        property, manufactured housing, a mobile home or mixed use
        property;

       

      lviii)  Secondary
        Market Sales. Each Mortgage Loan is eligible for sale in the secondary
        market or for inclusion in a Securitization Transaction without unreasonable
        credit enhancement as determined by the Purchaser in its sole reasonable
        discretion;

       

      lix)  No
        Adverse Selection. No selection procedures were used by the Seller that
        identified the Mortgage Loans as being less desirable or valuable than other
        comparable mortgage loans in the Seller’s portfolio;

       

      lx)  Georgia.
        No Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia.  No Mortgage Loan originated on or after March 7, 2003 is a
“high cost home loan” as defined under the Georgia Fair Lending
        Act.

       

      lxi)  New
        Jersey Manufactured Housing Loans. No Mortgage Loan is a “manufactured
        housing loan” pursuant to the NJ Act, and one hundred percent of the amount
        financed of any purchase money Second Lien Mortgage Loan subject to the NJ
        Act
        was used for the purchase of the related Mortgaged Property;

       

      lxii)  Reserved;

       

      lxiii)  Ground
        Leases. With respect to each Mortgage Loan that is 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 by a fee interest in such
        Mortgaged Property:

       

      (a)           The
        Mortgagor is the owner of a valid and subsisting interest as tenant under
        the
        Ground Lease;

       

      (b)           The
        Ground Lease is in full force and effect, unmodified and not supplemented
        by any
        writing or otherwise;

       

       (c)           The
        Mortgagor is not in default under any of the terms thereof and there are
        no
        circumstances which, with the passage of time or the giving of notice or
        both,
        would constitute an event of default thereunder;

       

       (d)           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;

       

       (e)           The
        term of the Ground Lease exceeds the maturity date of the related Mortgage
        Loan
        by at least five years;

       

       (f)           The
        Ground Lease or a memorandum thereof has been recorded and by its terms permits
        the leasehold estate to be mortgaged.  The Ground Lease grants any
        leasehold mortgagee standard protection necessary to protect the security
        of a
        leasehold mortgagee;

       

       (g)           The
        Ground Lease does not contain any default provisions that could give rise
        to
        forfeiture or termination of the Ground Lease except for the non-payment
        of the
        Ground Lease rents;

       

       (h)           The
        execution, delivery and performance of the Mortgage do not require the 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;

       

       (i)           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;

       

       (j)           The
        Mortgagor has not commenced any action or given or received any notice for
        the
        purpose of terminating the Ground Lease;

       

       (k)           No
        lessor, as debtor in possession or by a trustee for such lessor has give
        any
        notice of, and the Mortgagor has not consented to, any attempt to transfer
        the
        related Mortgaged Property free and clear of such Ground Lease under section
        363(f) of the Bankruptcy Code; and

       

       (l)           No
        lessor is subject to any voluntary or involuntary bankruptcy, reorganization
        or
        insolvency proceeding and no Mortgaged Property is an asset in any voluntary
        or
        involuntary bankruptcy, reorganization or insolvency proceeding.

       

      lxiv)  Massachusetts
        Refinanced Mortgage Loans.  No Mortgage Loan secured by a
        Mortgaged Property located in the Commonwealth of Massachusetts was made
        to pay
        off or refinance an existing loan or other debt of the related borrower (as
        the
        term “borrower” is defined in the regulations promulgated by the Massachusetts
        Secretary of State in connection with Massachusetts House Bill 4880 (2004))
        unless either (1) (a) the related Mortgage Interest Rate (that would be
        effective once the introductory rate expires, with respect to Adjustable
        Rate
        Mortgage Loans) did or would not exceed by more than 2.25% the yield on United
        States Treasury securities having comparable periods of maturity to the maturity
        of the related Mortgage Loan as of the fifteenth day of the month immediately
        preceding the month in which the application for the extension of credit
        was
        received by the related lender or (b) the Mortgage Loan is an “open-end home
        loan” (as such term is used in the Massachusetts House Bill 4880 (2004)) and the
        related Mortgage Note provides that the related Mortgage Interest Rate may
        not
        exceed at any time the Prime rate index as published in The Wall Street Journal
        plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's
        interest," as documented by a "borrower's interest worksheet" for the particular
        Mortgage Loan, which worksheet incorporates the factors set forth in
        Massachusetts House Bill 4880 (2004) and the regulations promulgated thereunder
        for determining "borrower's interest," and otherwise complies in all material
        respects with the laws of the Commonwealth of Massachusetts;

       

      lxv)  Broker
        Fees. The Mortgagor has not made or caused to be made any payment in the
        nature of an “average” or “yield spread premium” to a mortgage broker or a like
        Person which has not been fully disclosed to the Mortgagor;

       

      lxvi)  Acceptable
        Investment. 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 can reasonably be expected to cause the
        Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
        become delinquent, cause the Mortgage Loan to not be paid in full when due,
        or
        adversely affect the value of the Mortgage Loan;

       

      lxvii)  No
        Notification of Prepayments in Full. The Mortgage Loan was not prepaid in
        full prior to the Closing Date and the Seller has not received notification
        from
        a Mortgagor that a prepayment in full shall be made after the Closing
        Date;

       

      lxviii)  Prepayment
        Charges. With respect to any Mortgage Loan that contains a provision
        permitting imposition of a Prepayment Charge upon a Principal Prepayment
        prior
        to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed
        to such Prepayment Charge in exchange for a monetary benefit, including but
        not
        limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage
        Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage
        Loan that did not require payment of a Prepayment Charge and the originator
        of
        the Mortgage Loan had a written policy of offering borrowers, or requiring
        third-party brokers to offer borrowers, the option of obtaining a mortgage
        loan
        that did not require the payment of a Prepayment Charge, (iii) the Prepayment
        Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant
        to
        state and federal law applicable to the Mortgage Loan, (iv) for Mortgage
        Loans
        originated on or after October 1, 2002, the duration of the prepayment period
        shall not exceed three (3) years from the date of the Mortgage Note, unless
        the
        Mortgage Loan was modified to reduce the prepayment period to no more than
        three
        years from the date of the Mortgage Note and the Mortgagor was notified in
        writing of such reduction in the prepayment period, (v) no Mortgage Loan
        originated prior to October 1, 2002 has a Prepayment Charge longer than five
        years and (vi) notwithstanding any state or federal law to the contrary,
        the
        Seller shall not impose such Prepayment Charge in any instance when the Mortgage
        Loan is accelerated or paid off in connection with the workout of a delinquent
        mortgage or due to the Mortgagor’s default.  Each Prepayment Charge is
        permissible, collectable and enforceable.

       

      lxix)  No
        Predatory Lending. No predatory, abusive or deceptive lending practices,
        including but not limited to, the extension of credit to a Mortgagor without
        regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension
        of credit to a Mortgagor which has no tangible net benefit to the Mortgagor,
        were employed in connection with the origination of the Mortgage
        Loan.  Each Mortgage Loan is in compliance with the anti-predatory
        lending eligibility for purchase requirements of Fannie Mae’s Selling Guide. No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, unless at the time of the Mortgage Loan’s
        origination, such Mortgagor did not qualify taking into account credit history
        and debt to income ratios for a lower cost credit product then offered by
        the
        Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
        originator.  If, at the time of the related loan application, the
        Mortgagor may have qualified for a lower cost credit product then offered
        by any
        mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      lxx)  Underwriting
        Methodology. The methodology used in underwriting the extension of credit
        for each Mortgage Loan employs objective mathematical principles which relate
        the Mortgagor’s income, credit history, assets and liabilities to the proposed
        payment and such underwriting methodology did and 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 ability to make timely payments on the Mortgage
        Loan.

       

      lxxi)  Points
        and Fees Disclosed. All points and fees related to each Mortgage Loan were
        disclosed in writing to the related Borrower in accordance with applicable
        state
        and federal laws and regulations.  No Borrower was charged “points and
        fees” (whether or not financed) in an amount greater than (a) $1,000 or (b) 5%
        of the principal amount of such Mortgage Loan, whichever is greater, such
        5%
        limitation is calculated in accordance with Fannie Mae’s anti-predatory lending
        requirements as set forth in the Fannie Mae Guides.  For purposes of
        this representation, “points and fees” (x) include origination, underwriting,
        broker and finder’s fees and charges that the lender imposed as a condition of
        making the Mortgage Loan, whether they are paid to the lender or a third
        party,
        and (y) exclude bona fide discount points, fees paid for actual services
        rendered in connection with the origination of the mortgage (such as attorneys’
fees, notaries fees and fees paid for property appraisals, credit reports,
        surveys, title examinations and extracts, flood and tax certifications, and
        home
        inspections); the cost of mortgage insurance or credit-risk price adjustments;
        the costs of title, hazard, and flood insurance policies; state and local
        transfer taxes or fees; escrow deposits for the future payment of taxes and
        insurance premiums; and other miscellaneous fees and charges that, in total,
        do
        not exceed 0.25 percent of the loan amount.  All fees and charges
        (including finance charges), whether or not financed, assessed, collected
        or to
        be collected in connection with the origination and servicing of each Mortgage
        Loan were disclosed in writing to the related  Mortgagor  in
        accordance with applicable state and federal laws and regulations;

       

      lxxii)  Full
        File Credit Reporting (Fannie Mae). The Seller will transmit full-file
        credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
        Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report
        one
        of the following statuses each month as follows: new origination, current,
        delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

       

      lxxiii)  No
        Credit Life Policies. No Mortgagor was required to purchase any single
        premium credit insurance policy (e.g. life, mortgage, disability, accident,
        unemployment, property or health insurance product) or debt cancellation
        agreement as a condition of obtaining the extension of credit.  No
        Mortgagor obtained a prepaid single premium credit insurance policy (e.g.
        life,
        mortgage, disability, accident, unemployment, property or health insurance
        product) in connection with the origination of the Mortgage Loan, and no
        proceeds from any Mortgage Loan were used to purchase single-premium credit
        insurance policies or debt cancellation agreements as part of the origination
        of, or as a condition to closing, such Mortgage Loan;

       

      lxxiv)  Full
        File Credit Reporting (Past Practice; Future Practice). The Seller and any
        predecessor servicer has fully furnished, 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 (three of the
        credit repositories) on a monthly basis; and the Seller will 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 Credit Information Company
        (three of the credit repositories), on a monthly basis; and

       

      lxxv)  No
        Arbitration. With respect to each Mortgage Loan, neither the related
        Mortgage nor the related Mortgage Note requires the Mortgagor to submit to
        arbitration to resolve any dispute arising out of or relating in any way
        to the
        Mortgage Loan;  No Mortgagor agreed to submit to arbitration to
        resolve any dispute arising out of or relating in any way to the Mortgage
        Loan.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      


      Representation
        and Warranties with Respect to the National City Mortgage
        Loans

      


      Except
        for “Mortgage Loans”, which shall mean the National City Mortgage Loans sold by
        the Seller to the Purchaser, all capitalized terms in this Exhibit G shall
        have
        the meanings ascribed to them in the National City Purchase
        Agreement.

       

      As
        to
        each Mortgage Loan, the Company hereby represents and warrants to the Purchaser
        that as of the related Closing Date:

       

      (i)  Mortgage
        Loans as Described.  The information set forth in the related
        Mortgage Loan Schedule is complete, true and correct;

       

      (ii)  Payments
        Current.  All payments required to be made up to the related
        Closing Date for the Mortgage Loan under the terms of the Mortgage Note have
        been made and credited. No payment required under the Mortgage Loan has been
        30
        or more days delinquent at any time in the past 12 months preceding the related
        Closing Date. The first two Monthly Payments shall be made with respect to
        the
        Mortgage Loan within the month in which it is due, all in accordance with
        the
        terms of the related Mortgage Note;

       

      (iii)  No
        Outstanding Charges.  There are no defaults in complying with the
        terms of the Mortgages, and all taxes, governmental assessments, insurance
        premiums, ground rents, leasehold payments, water, sewer and municipal charges,
        leasehold payments or ground rents 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 Company has not advanced funds, or induced,
        solicited or knowingly received any advance of funds by a party other than
        the
        Mortgagor, directly or indirectly, for 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
        greater, 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, 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 instrument of waiver, alteration or modification has been executed,
        and 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 Mortgage Loan 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, and no Mortgagor
        was a debtor in any state or federal bankruptcy or insolvency proceeding
        at the
        time the Mortgage Loan was originated;

       

      (vi)  Hazard
        Insurance.  All buildings or other improvements upon the Mortgaged
        Property are insured by a generally acceptable insurer against loss by fire,
        hazards of extended coverage 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. If the Mortgaged Property
        is in
        an area identified in the Federal Register by the Federal Emergency Management
        Agency as having special flood hazards (and such flood insurance has been
        made
        available) a flood insurance policy meeting the requirements of the current
        guidelines of the Federal Flood Insurance Administration is in effect which
        policy conforms to the requirements of Section 4.10. All individual insurance
        policies contain a standard mortgagee clause naming the Company and its
        successors and assigns as mortgagee, and all premiums thereon have been paid.
        The Mortgage obligates the Mortgagor thereunder to maintain the 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. Where required by state law or regulation, the Mortgagor has
        been
        given an opportunity to choose the carrier of the required hazard insurance,
        provided the policy is not a “master” or “blanket” hazard insurance policy
        covering the common facilities of a planned unit development. 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 Company has not engaged in, and has no knowledge of the
        Mortgagor, any Subservicer or any prior originator or subservicer having
        engaged
        in, any act or omission which would impair the coverage of any such policy,
        the
        benefits of the endorsement provided for herein, or the validity and binding
        effect of either, including without limitation, no unlawful fee, unlawful
        commission, unlawful kickback or other unlawful compensation or value of
        any
        kind has been or will be received, retained or realized by any attorney,
        firm or
        other person or entity, and no such unlawful items have been received, retained
        or realized by the Company;

       

      (vii)  Compliance
        with Applicable Laws.  Any and all requirements of any federal,
        state or local law including, without limitation, usury, truth-in-lending,
        predatory and abusive lending laws, real estate settlement procedures, consumer
        credit protection, equal credit opportunity or disclosure laws applicable
        to the
        origination and servicing of the Mortgage Loan have been complied with, and
        the
        Company shall maintain in its possession, available for the Purchaser’s
        inspection, and shall deliver to the Purchaser upon demand, evidence of
        compliance with all such requirements;

       

      (viii)  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 release,
        cancellation, subordination or rescission. The Company has not waived the
        performance by the Mortgagor of any action, if the Mortgagor’s failure to
        perform such action would cause the Mortgage Loan to be in default, nor has
        the
        Company waived any default resulting from any action or inaction by the
        Mortgagor;

       

      (ix)  Location
        and Type of Mortgaged Property.  The Mortgaged Property is a fee
        simple or leasehold property located in the state identified in the related
        Mortgage Loan Schedule and consists of a 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 low-rise condominium project, or an
        individual unit in a planned unit development, provided, however, that any
        condominium project or planned unit development shall conform with the Company’s
        Underwriting Guidelines regarding such dwellings, and no residence or dwelling
        is a mobile home or a manufactured dwelling. No portion of the Mortgaged
        Property is used for commercial purposes;

       

      (x)  Valid
        First Lien.  The Mortgage is a valid, subsisting, enforceable and
        perfected first lien on the Mortgaged Property, including all buildings and
        improvements on the Mortgaged Property, 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 to otherwise considered in the appraisal made for the originator
        of the Mortgage Loan or (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 Company has full right to sell and
        assign
        the same to the Purchaser. The Mortgaged Property was not, as of the date
        of
        origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
        to
        secured debt or other security instrument creating a lien subordinate to
        the
        lien of the Mortgage;

       

      (xi)  Validity
        of Mortgage Documents.  The Mortgage Note and the Mortgage 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 and any other related agreement had legal capacity
        to
        enter into the Mortgage Loan and to execute and deliver the Mortgage Note
        and
        the Mortgage and any other related agreement, and the Mortgage Note and the
        Mortgage have been duly and properly executed by such parties. The documents,
        instruments and agreements submitted for loan underwriting were not falsified
        and contain no untrue statement of material fact or omit to state a material
        fact required to be stated therein or necessary to make the information and
        statements therein not misleading. No fraud was committed in connection with
        the
        origination of the Mortgage Loan. The Company has reviewed all of the documents
        constituting the Servicing File and has made such inquiries as it deems
        necessary to make and confirm the accuracy of the representations set forth
        herein;

      No
        misrepresentation, negligence, fraud or similar occurrence with respect to
        a
        Mortgage Loan has taken place on the part of any person, including without
        limitation the Mortgagor, any appraiser, any builder or 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.

       

       

      (xii)  Full
        Disbursement of Proceeds.  The Mortgage Loan has been closed and
        the proceeds of the Mortgage Loan have been fully disbursed to or for the
        account of the Mortgagor and there is no requirement for future advances
        thereunder, and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with. 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)  Ownership.  The
        Company is the sole owner of record and holder of the Mortgage Loan. The
        Mortgage Loan is not assigned or pledged, and the Company has good and
        marketable title thereto, and has full right to transfer and sell the Mortgage
        Loan therein to the Purchaser free and clear of any encumbrance, equity,
        participation interest, lien, pledge, charge, claim or security interest,
        and
        has full right and authority subject to no interest or participation of,
        or
        agreement with, any other party, to sell and assign each Mortgage Loan pursuant
        to this Agreement;

       

      (xiv)  Doing
        Business.  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 doing business’ and licensing requirements of the
        laws of the state wherein the Mortgaged Property is located, and (2) (a)
        organized under the laws of such state, (b) qualified to do business in such
        state, (c) federal savings and loan associations or national banks having
        principal offices in such state, or (d) not doing business in such
        state;

       

      (xv)  LTV,
        PMI Policy.  No Mortgage Loan has a LTV equal to or greater than
        95%. The original LTV of the Mortgage Loan either was not more than 80% or
        (i)
        the excess over 75% is and will be insured as to payment defaults by a PMI
        Policy until the LTV of such Mortgage Loan is reduced to 80%, or (ii) is
        subject
        to an LPMI Policy, which will stay in effect for the life of the Mortgage
        Loan.  All provisions of such PMI Policy have been and are being
        complied with, such policy is in full force and effect, and all premiums
        due
        thereunder have been paid. No action, inaction, or event has occurred and
        no
        state of facts exists that has, or will result in the exclusion from, denial
        of,
        or defense to coverage. Any Mortgage Loan subject to a PMI Policy obligates
        the
        Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and
        charges in connection therewith; provided, that, with respect to LPMI Loans,
        the
        related Servicer is obligated thereunder to maintain the 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;

       

      (xvi)  Title
        Insurance.  The Mortgage Loan is covered by either (i) an
        attorney’s opinion of title and abstract of title the form and substance of
        which is acceptable to mortgage lending institutions making mortgage loans
        in
        the area where the Mortgaged Property is located or (ii) an ALTA lender’s title
        insurance policy 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 Company, its successors and
        assigns, as to the first priority lien of the Mortgage in the original principal
        amount of the Mortgage Loan (or to the extent that a Mortgage Note provides
        for
        negative amortization, the maximum amount of negative amortization in accordance
        with the Mortgage), subject only to the exceptions contained in clauses (1),
        (2)
        and (3) of paragraph (j) of this Section 3.02. Where required by state law
        or
        regulation, the Mortgagor has been given the opportunity to choose the carrier
        of the required mortgage title insurance. Additionally, such lender’s title
        insurance policy affirmatively insures ingress and egress, and against
        encroachments by or upon the Mortgaged Property or any interest therein.
        The
        Company 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 Company, has done, by
        act or
        omission, anything which would impair the coverage of such lender’s title
        insurance policy including without limitation, no unlawful fee, commission,
        kickback or other unlawful compensation or value of any kind has been or
        will be
        received, retained or realized by any attorney, firm or other person or entity,
        and no such unlawful items have been received, retained or realized by the
        Company;

       

      (xvii)  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 Company nor its predecessors have waived any
        default, breach, violation or event of acceleration;

       

      (xviii)  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;

       

      (xix)  Location
        of Improvements; No Encroachments.  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;

       

      (xx)  Origination:
        Payment Terms. Such Mortgage Loan was originated by a savings and loan
        association, savings bank, commercial bank, credit union, insurance company,
        or
        similar institution which 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.
        The
        Mortgage Interest Rate is the interest rate set forth in the Mortgage
        Note.  The Mortgage Note is payable each month in equal monthly
        installments of principal and interest, with interest calculated and payable
        in
        arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity
        date, over an original term of not more than thirty years from commencement
        of
        amortization. There is no negative amortization;

       

      (xxi)  Customary
        Provisions.  The Mortgage and the related Mortgage Note contains
        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, (i)
        in the
        case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
        otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage
        Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant
        to the proper procedures, the holder of the Mortgage Loan will be able to
        deliver good and merchantable title to the Mortgaged Property. 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;

       

      (xxii)  Conformance
        with Underwriting Guidelines.  The Mortgage Loan was underwritten
        in accordance with the Company’s Underwriting Guidelines in effect at the time
        the Mortgage Loan was originated. The Mortgage Loan is in conformity with
        the
        standards of Freddie Mac or Fannie Mae under one of their respective home
        mortgage purchase programs (except that the principal balance of certain
        Mortgage Loans may have exceeded the limits of Fannie Mae and Freddie Mac)
        and
        the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or
        Fannie
        Mae;

       

      (xxiii)  Occupancy
        of the Mortgaged Property.  As of the related Closing Date the
        Mortgaged Property is lawfully occupied under applicable law. 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.  Except as otherwise stated on the Mortgage
        Loan Schedule, the Mortgagor represented at the time of origination of the
        Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the
        Mortgagor’s primary residence;

       

      (xxiv)  No
        Additional Collateral.  The Mortgage Note is not and has not been
        secured by any collateral except the lien of the corresponding Mortgage and
        the
        security interest of any applicable security agreement or chattel mortgage
        referred to in (j) above;

       

      (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 Purchaser 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 Company has no knowledge of any circumstances or
        conditions with respect to the Mortgage, 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)  Delivery
        of Mortgage Documents.  The Mortgage Note, the Mortgage, the
        Assignment of Mortgage and any other documents required to be delivered for
        the
        Mortgage Loan by the Company under this Agreement as set forth in Exhibit
        C attached hereto have been delivered to the Custodian. The Company is
        in
        possession of a complete, true and accurate Mortgage File in compliance with
        Exhibit B, except for such documents the originals of which have been
        delivered to the Custodian;

       

      (xxviii)  Condominiums/Planned
        Unit Developments.  If the dwelling on the Mortgaged Property is a
        condominium unit or a planned unit development (other than a de minimus planned
        unit development) such condominium or planned unit development project meets
        Fannie Mae and Freddie Mac eligibility requirements.

       

      (xxix)  Transfer
        of Mortgage Loans.  The Assignment of Mortgage is in recordable
        form and is acceptable for recording under the laws of the jurisdiction in
        which
        the Mortgaged Property is located;

       

      (xxx)  Due
        on
        Sale.  The Mortgage contains an enforceable provision 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 Mortgagor thereunder;

       

      (xxxi)  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. The lien of the Mortgage
        securing the consolidated principal amount is expressly insured as having
        first
        lien priority 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 and Freddie Mac. The consolidated principal amount does not exceed
        the original principal amount of the Mortgage Loan;

       

      (xxxii)  Mortgaged
        Property Undamaged.  There is no proceeding pending or, to the
        best of the Company’s knowledge, threatened for the total or partial
        condemnation of the Mortgaged Property. 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;
        and

       

      (xxxiii)  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 respects
        in
        compliance with all applicable laws and regulations. The Mortgage Loan has
        been
        serviced by the Company and any predecessor servicer in accordance with the
        terms of the Mortgage Note.  With respect to escrow deposits and
        Escrow Payments, all such payments are in the possession of the Company 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. An escrow of
        funds
        is not prohibited by applicable law and has been established in an amount
        sufficient to pay for every item which remains unpaid and which has been
        assessed but is not yet due and payable. No escrow deposits or Escrow Payments
        or other charges or payments due the Company have been capitalized under
        the
        Mortgage or the Mortgage Note and no such escrow deposits or Escrow Payments
        are
        being held by the Company for any work on a Mortgaged Property which has
        not
        been completed;

       

      (xxxiv)  Appraisal.  The
        Mortgage File contains an appraisal of the related Mortgage Property signed
        prior to the approval of the Mortgage Loan application by a qualified appraiser,
        duly appointed by the Company, 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 appraiser both satisfy the requirements of
        Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act
        of 1989 and the regulations promulgated thereunder, all as in effect on the
        date
        the Mortgage Loan was originated;

       

      (xxxv)  Soldiers’
        and Sailors’ Relief Act.  The Mortgagor has not notified the
        Company, and the Company has no knowledge of any relief requested or allowed
        to
        the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of 1940, as
        amended;

       

      (xxxvi)  Environmental
        Matters.  The Mortgaged Property is free from any and all toxic or
        hazardous substances and there exists no violation of any local, state or
        federal environmental law, rule or regulation. To the best of the Company’s
        knowledge, there is no pending action or proceeding directly involving any
        Mortgaged Property of which the Company is aware in which compliance with
        any
        environmental law, rule or regulation is an issue; and to the best of the
        Company’s knowledge, nothing further remains to be done to satisfy in full all
        requirements of each such law, rule or regulation consisting a prerequisite
        to
        use and enjoyment of said property;

       

      (xxxvii)  Insurance.  The
        Company 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;  No action, inaction, or event has occurred and no
        state of fact exists or has existed that has resulted or will result in the
        exclusion from, denial of, or defense to coverage under any applicable pool
        insurance policy, special hazard insurance policy, PMI Policy or bankruptcy
        bond, irrespective of the cause of such failure of coverage. In connection
        with
        the placement of any such insurance, no commission, fee, or other compensation
        has been or will be received by the Company or any designee of the Company
        or
        any corporation in which the Company or any officer, director, or employee
        had a
        financial interest at the time of placement of such insurance;

       

      (xxxviii)  Regarding
        the Mortgagor.  The Mortgagor is one or more natural persons
        and/or trustees for an Illinois land trust or a trustee under a “living trust”
and such “living trust” is in compliance with Fannie Mae guidelines for such
        trusts;

       

      (xxxix)  High
        Cost Loans.  No Mortgage Loan is (a) subject to the provisions of
        the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a
“high cost” mortgage loan, “covered” mortgage loan or “predatory” or
“abusive”  mortgage loan or any other comparable term, no matter how
        defined, under any federal, state or local law including, without limitation,
        Section 6-L of the New York Banking Law or (c) subject to any comparable
        federal, state or local statutes or regulations, including, without limitation,
        the provisions of the Georgia Fair Lending Act, the City of Oakland, California
        Anti-Predatory Lending Ordinance No. 12361 or any other statute or regulation
        providing assignee liability or enhanced regulatory scrutiny to holders of
        such
        mortgage loans.  The total combined points and fees charged in
        connection wit the origination of the Mortgage Loan does not exceed 5% of
        the
        original principal balance of the Mortgage Loan;

       

      (xl)  Simple
        Interest Mortgage Loans.  None of the Mortgage Loans are simple
        interest Mortgage Loans;

       

      (xli)   Single
        Premium Credit Life Insurance.  None of the proceeds of the
        Mortgage Loan were used to finance single-premium credit life insurance
        policies;

       

      (xlii)  Tax
        Service Contract The Company has obtained a life of loan, transferable real
        estate Tax Service Contract on each Mortgage Loan with an Approved Tax Servicer
        Contract Provider and such contract is assignable without penalty, premium
        or
        cost to the Purchaser;

       

      (xliii)  Flood
        Certification Contract. The Company has obtained a life of loan,
        transferable flood certification contract with an Approved Flood Policy Insurer
        acceptable to Purchaser in its sole discretion for each Mortgage Loan and
        such
        contract is assignable without penalty, premium or cost to the
        Purchaser;

       

      (xliv)  FICO
        Scores. Each Mortgage Loan has a non-zero FICO score;

       

      (xlv)  [Reserved]

       

      (xlvi)  Recordation.  Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded
        in the
        appropriate jurisdictions wherein such recordation is necessary to perfect
        the
        lien thereof as against creditors of the Company, or is in the process of
        being
        recorded;

       

      (xlvii)  Leaseholds.  If
        the Mortgage Loan is secured by a long-term residential lease, (1) the lessor
        under the lease holds a fee simple interest in the land; (2) the terms of
        such
        lease expressly permit the mortgaging of the leasehold estate, the assignment
        of
        the lease without the lessor’s consent and the acquisition by the holder of the
        Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
        of
        foreclosure or provide the holder of the Mortgage with substantially similar
        protections; (3) the terms of such lease do not (a) allow the termination
        thereof upon the lessee’s default without the holder of the Mortgage being
        entitled to receive written notice of, and opportunity to cure, such default,
        (b) allow the termination of the lease in the event of damage or destruction
        as
        long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
        from being insured (or receiving proceeds of insurance) under the hazard
        insurance policy or policies relating to the Mortgaged Property or (d) permit
        any increase in rent other than pre-established increases set forth in the
        lease; (4) the original term of such lease is not less than 15 years; (5)
        the
        term of such lease does not terminate earlier than five years after the maturity
        date of the Mortgage Note; and (6) the Mortgaged Property is located in a
        jurisdiction in which the use of leasehold estates in transferring ownership
        in
        residential properties is a widely accepted practice;

       

      (xlviii)  Payment
        in Full:  No Mortgage Loan will be paid in full on or prior to the
        related Closing Date;

       

      (xlix) 
Delinquency
        information.  The information delivered by the Seller to the
        Purchaser with respect to the Seller’s loan loss, foreclosure and delinquency
        experience for the twelve (12) months immediately preceding the Initial Closing
        Date on mortgage loans underwritten to the same standards as the Mortgage
        Loans
        and covering mortgaged properties similar to the Mortgaged Properties, is
        true
        and correct in all material respects;

       

      (xx)           The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered with respect to each Mortgage Loan pursuant; have
        been
        delivered in compliance with the specific requirements hereof.  With
        respect to each Mortgage Loan, the Company is in possession of a complete
        Mortgage File in compliance with Exhibit B, except for such documents as
        have
        been delivered to the Custodian;

       

      (yy)  Interest
        Rate.  Interest on each Mortgage Loan is calculated on the basis of a
        360-day year consisting of twelve 30-day months;

       

      (zz)  Advances:
        No Buydowns; No Graduated Payments.  No Mortgage Loan contains
        provisions pursuant to which Monthly payments are (a) paid or partially paid
        with funds deposited in any separate account established by the Company,
        the
        Mortgagor or (c) contains any other similar provisions which may constitute
        a
“buydown” provision.  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.  No Mortgage Loan has a balloon payment
        feature.  No Mortgage Loan has a balloon payment feature;

       

      (aaa)  Construction
        Loan.  No Mortgage Loan was made in connection with (a) the
        construction or rehabilitation of a Mortgaged Property or (b) facilitating
        the
        trade in or exchange of a Mortgaged Property;

       

      (bbb)  No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a mortgagor without regard for the mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a mortgagor
        which has no apparent benefit to the mortgagor, were employed in connection
        with
        the origination of the Mortgage Loan;

       

      (ccc)  No
        Mortgagor was required to purchase any credit life, disability, accident
        or
        health insurance  product as a condition of obtaining the extension of
        credit.  No Mortgagor obtained a prepaid single premium credit life,
        disability, accident or health insurance  policy in connection with
        the origination of the Mortgage Loan.  No proceeds from any Mortgage
        Loan were used to purchase single premium credit insurance policies as part
        of
        the origination of, or as a condition to closing, such Mortgage
        Loan;

       

      (ddd)  If
        applicable to the Company or any subsequent Owner, the Mortgage Loan complies
        with all applicable consumer credit statutes and regulations, including,
        without
        limitation, the respective Uniform Consumer Credit Code laws in effect in
        Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina,
        Utah
        and Wyoming, has been originated by a properly licensed entity, and in all
        other
        respects, complies with all of the material requirements of any such applicable
        laws;

       

      (eee)  [Reserved];

       

      (fff)  If
        applicable to the Company or any subsequent Owner, except as set forth on
        the
        related Mortgage Loan Schedule, none of the Mortgage Loans are subject to
        a
        prepayment penalty.  For any Mortgage Loan originated prior to October
        1, 2002 that is subject to a prepayment penalty, such prepayment penalty
        does
        not extend beyond five years after the date of origination.  For any
        Mortgage Loan originated on or following October 1, 2002 that is subject
        to a
        prepayment penalty, such prepayment penalty does not extend beyond three
        years
        after the date of origination.  With respect to any Mortgage Loan that
        contains a provision permitting imposition of a premium upon a prepayment
        prior
        to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor
        agreed
        to such premium in exchange for a monetary benefit, including but not limited
        to
        a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the
        Mortgagor was offered the option of obtaining a Mortgage Loan that did not
        require payment of such a premium, (iii) the prepayment premium is disclosed
        to
        the Mortgagor in the loan documents pursuant to applicable state and federal
        law, and (iv) notwithstanding any state or federal law to the contrary, the
        Seller shall not impose such prepayment premium in any instance when the
        mortgage debt is accelerated as the result of the Mortgagor's default in
        making
        the loan payments;

       

      (ggg)  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, has conducted the requisite due diligence in connection
        with
        the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
        Laws, including with respect to the legitimacy of the applicable Mortgagor
        and
        the origin of the assets used by the said Mortgagor to purchase the property
        in
        question, and maintains, and will maintain, sufficient information to identify
        the applicable Mortgagor for purposes of the Anti-Money Laundering
        Laws;

       

      (hhh)  No
        Mortgage Loan is secured by real property or secured  by a
        manufactured home located in the state of Georgia unless (x) such Mortgage
        Loan
        was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
        property securing the Mortgage Loan is not, nor will be, occupied by the
        Mortgagor as the Mortgagor's principal dwelling.  No Mortgage Loan is
        a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended
        (the “Georgia Act”).   Each Mortgage Loan that is a “Home Loan”
under the Georgia Act complies with all applicable provisions of the Georgia
        Act. No Mortgage Loan secured by owner occupied real property or an owner
        occupied manufactured home located in the State of Georgia was originated
        (or
        modified) on or after October 1, 2002 through and including March 6, 2003,
        if
        applicable to the Company or any subsequent Owner;

       

      (iii)  If
        applicable to the Company or any subsequent Owner, n o Mortgagor was encouraged
        or required to select a Mortgage Loan product offered by the Mortgage Loan's
        originator which is a higher cost product designed for less creditworthy
        borrowers, unless at the time of the Mortgage Loan's origination, such Mortgagor
        did not qualify taking into account credit history and debt to income ratios
        for
        a lower cost credit product then offered by the Mortgage Loan's originator
        or
        any affiliate of the Mortgage Loan's originator.  If, at the time of
        loan application, the Mortgagor may have qualified for a for a lower cost
        credit
        product then offered by any mortgage lending affiliate of the Mortgage Loan's
        originator, the Mortgage Loan's originator referred the Mortgagor's application
        to such affiliate for underwriting consideration;

       

      (jjj)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles 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 ability to make timely
        payments on the Mortgage Loan; 

       

      (kkk)  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
        each Mortgage Loan have been disclosed in writing to the Mortgagor in accordance
        with applicable state and federal law and regulation;

       

      (lll)  With
        respect to each Mortgage Loan, neither the related Mortgage nor the related
        Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the Mortgage Loan
        transaction;

       

      (mmm)  With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
        Mortgage Property located in the State of Illinois is in violation of the
        provisions of the Illinois Interest Act, including Section 4.1a which provides
        that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
        per
        annum has lender-imposed fees (or other charges) in excess of 3.0% of the
        original principal balance of the Mortgage Loan; and

       

      (nnn)  No
        Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged
        Property located in the State of Massachusetts is a Refinanced Mortgage
        Loan

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

         

        Representation
          and Warranties with respect to the Opteum Mortgage Loans

         

        Except
          for “Mortgage Loans”, which shall mean the Opteum Mortgage Loans sold by the
          Seller to the Purchaser, and “Originator”, which shall mean Opteum, all
          capitalized terms in this Exhibit H shall have the meanings ascribed to
          them in
          the Opteum Purchase Agreement.

         

        As
          to
          each Mortgage Loan, the Company hereby represents and warrants to the Purchaser
          that as of the related Closing Date:

         

        (i)  Mortgage
          Loans as Described.  The information set forth in the related
          Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser
          in
          the Data File is complete, true and correct. The Mortgage Loan is in compliance
          with all requirements set forth in the related Confirmation, and the
          characteristics of the related Mortgage Loan Package as set forth in the
          related
          Confirmation are true and correct;

         

        (ii)  Payments
          Current. All payments required to be made up to the close of business on the
          Closing Date for such Mortgage Loan under the terms of the Mortgage Note
          have
          been made; the Seller has not advanced funds, or induced, solicited or
          knowingly
          received any advance of funds from a party other than the owner of the
          related
          Mortgaged Property, directly or indirectly, for the payment of any amount
          required by the Mortgage Note or Mortgage.  There has been no
          delinquency, exclusive of any period of grace, in any payment by the Mortgagor
          thereunder since the origination of the Mortgage Loan;

         

        (iii)  No
          Outstanding Charges. There are no delinquent taxes, ground rents, water
          charges, sewer rents, assessments, insurance premiums, leasehold payments,
          including assessments payable in future installments or other outstanding
          charges affecting the related Mortgaged Property;

         

        (iv)  Location
          and Type of Mortgaged Property. The Mortgaged Property is located in the
          state identified in the related Mortgage Loan Schedule and is improved
          by a
          Residential Dwelling;

         

        (v)  Original
          Terms Unmodified. The terms of the Mortgage Note and the Mortgage have not
          been impaired, waived, altered or modified in any respect, except by written
          instruments, recorded in the applicable public recording office or registered
          with the MERS System if necessary to maintain the lien priority of the
          Mortgage,
          and which have been delivered to the Purchaser; the substance of any such
          waiver, alteration or modification has been approved by the insurer under
          the
          Primary Insurance Policy or LPMI Policy, if any, and the title insurer,
          to the
          extent required by the related policy, and is reflected on the related
          Mortgage
          Loan Schedule. No instrument of waiver, alteration or modification has
          been
          executed, and no Mortgagor has been released, in whole or in part, except
          in
          connection with an assumption agreement approved by the insurer under the
          Primary Insurance Policy or LPMI Policy, if any, the title insurer, to
          the
          extent required by the policy, and which assumption agreement has been
          delivered
          to the Purchaser and the terms of which are reflected in the related Mortgage
          Loan Schedule;

         

        (vi)  No
          Defenses.  The Mortgage Note and the Mortgage are not subject to
          any right of rescission, set off, counterclaim or defense, including the
          defense
          of usury, nor will the operation of any of the terms of the Mortgage Note
          and/or
          the Mortgage, or the exercise of any right thereunder, render the Mortgage
          unenforceable, in whole or in part, or subject to any right of rescission,
          set
          off, counterclaim or defense, including the defense of usury and no such
          right
          of rescission, set off, counterclaim or defense has been asserted with
          respect
          thereto, and there is no basis for the Mortgage Loan to be modified or
          reformed
          without the consent of the Mortgagor under applicable law;

         

        (vii)  Conformance
          with Underwriting Guidelines and Agency Standards. The Mortgage Loan was
          underwritten in accordance with the Underwriting Guidelines of the Seller
          in
          effect at the time the Mortgage Loan was originated; and the Mortgage Note
          and
          Mortgage are on forms acceptable to Fannie Mae and Freddie Mac;

         

        (viii)  Hazard
          Insurance. All buildings upon the Mortgaged Property are insured by a
          Qualified Insurer acceptable to Fannie Mae and Freddie Mac against loss
          by fire,
          hazards of extended coverage and such other hazards as are customary in
          the area
          where the Mortgaged Property is located, in an amount not less than the
          lesser
          of (i) 100% of the replacement cost of all improvements to the Mortgaged
          Property and (ii) either (A) the outstanding principal balance of the Mortgage
          Loan with respect to each first lien Mortgage Loan or (B) with respect
          to each
          Second Lien Mortgage Loan, the sum of the outstanding principal balance
          of the
          related first lien mortgage loan and the outstanding principal balance
          of the
          Second Lien Mortgage Loan; provided, however, in no event shall the amount
          of
          insurance be less than the amount necessary to avoid the operation of any
          co-insurance provisions with respect to the Mortgaged Property. All such
          insurance policies contain a standard mortgagee clause naming the Seller,
          its
          successors and assigns as mortgagee and all premiums thereon have been
          paid.  If the Mortgaged Property is in an area identified on a Flood
          Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
          Management Agency as having special flood hazards (and such flood insurance
          has
          been made available) a flood insurance policy meeting the requirements
          of the
          current guidelines of the Federal Insurance Administration is in effect
          which
          policy conforms to the requirements of Fannie Mae and Freddie
          Mac.  The Mortgage obligates the Mortgagor thereunder to maintain all
          such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
          failure to do so, authorizes the holder of the Mortgage to maintain such
          insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
          from the Mortgagor;

         

        (ix)  Compliance
          with 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, fair
          housing,
          disclosure laws and all predatory, abusive and fair lending laws applicable
          to
          the origination and servicing of mortgage loans of a type similar to the
          Mortgage Loans have been complied with and the consummation of the transactions
          contemplated hereby will not involve the violation of any such laws, and
          the
          Seller shall maintain in its possession, available for the inspection of
          the
          Purchaser or its designee, and shall deliver to the Purchaser or its designee,
          upon two Business Days’ request, evidence of compliance with such
          requirements;

         

        (x)  No
          Satisfaction of Mortgage. The Mortgage has not been satisfied, cancelled,
          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,
          cancellation, subordination, rescission or release;

         

        (xi)  Valid
          Lien. The related Mortgage is properly recorded and is a valid, existing
          and
          enforceable (A) first lien and first priority security interest with respect
          to
          each Mortgage Loan which is indicated by the Seller to be a First Lien
          (as
          reflected on the Mortgage Loan Schedule), or (B) second lien and second
          priority
          security interest with respect to each Mortgage Loan which is indicated
          by the
          Seller to be a Second Lien (as reflected on the Mortgage Loan Schedule),
          in
          either case, on the Mortgaged Property, including all improvements on the
          Mortgaged Property subject only to (a) the lien of current real property
          taxes
          and assessments not yet due and payable, (b) covenants, conditions and
          restrictions, rights of way, easements and other matters of the public
          record as
          of the date of recording being 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 which do not adversely
          affect the Appraised Value of the Mortgaged Property, (c) 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 and
          (d) with
          respect to each Mortgage Loan which is indicated by the Seller to be a
          Second
          Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First
          Lien on
          the 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, existing and enforceable (A) first
          lien
          and first priority security interest with respect to each Mortgage Loan
          which is
          indicated by the Seller to be a First Lien (as reflected on the Mortgage
          Loan
          Schedule) or (B) second lien and second priority security interest with
          respect
          to each Mortgage Loan which is indicated by the Seller to be a Second Lien
          Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
          on
          the property described therein and the Seller has full right to sell and
          assign
          the same to the Purchaser.  The Mortgaged Property was not, as of the
          date of origination of the Mortgage Loan, subject to a mortgage, deed of
          trust,
          deed to secure debt or other security instrument creating a lien subordinate
          to
          the lien of the Mortgage;

         

        (xii)  Validity
          of Mortgage Loan Documents. The Mortgage Note and the related Mortgage are
          genuine and each is the legal, valid and binding obligation of the maker
          thereof, enforceable in accordance with its terms;

         

        (xiii)  Legal
          Capacity. 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.  The Mortgagor is a natural
          person;

         

        (xiv)  Full
          Disbursement of Proceeds. The proceeds of the Mortgage Loan have been fully
          disbursed to or for the account of the Mortgagor and there is no obligation
          for
          the Mortgagee to advance additional funds thereunder and any and all
          requirements as to completion of any on-site or off-site improvement and
          as to
          disbursements of any escrow funds therefor have been complied
          with.  All costs, fees and expenses incurred in making or closing the
          Mortgage Loan and the recording of the Mortgage have been paid, and the
          Mortgagor is not entitled to any refund of any amounts paid or due to the
          Mortgagee pursuant to the Mortgage Note or Mortgage;

         

        (xv)  Ownership.
          The Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note and the Mortgage.  The Seller has full right and authority under
          all governmental and regulatory bodies having jurisdiction over such Seller,
          subject to no interest or participation of, or agreement with, any party,
          to
          transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement
          free and clear of any encumbrance or right of others, equity, lien, pledge,
          charge, mortgage, claim, participation interest or security interest of
          any
          nature (collectively, a “Lien”); and immediately upon the transfers and
          assignments herein contemplated, the Seller shall have transferred and
          sold all
          of its right, title and interest in and to each Mortgage Loan and the Purchaser
          will hold good, marketable and indefeasible title to, and be the owner
          of, each
          Mortgage Loan subject to no Lien;

         

        (xvi)  Doing
          Business. All parties which have had any interest in the Mortgage Loan,
          whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
          during the period in which they held and disposed of such interest, were):
          (A)
          organized under the laws of such state, or (B) qualified to do business
          in such
          state, or (C) federal savings and loan associations or national banks having
          principal offices in such state, or (D) not doing business in such state
          so as
          to require qualification or licensing, or (E) not otherwise required to
          be
          licensed in such state.  All parties which have had any interest in
          the Mortgage Loan were in compliance with any and all applicable “doing
          business” and licensing requirements of the laws of the state wherein the
          Mortgaged Property is located or were not required to be licensed in such
          state;

         

        (xvii)  Title
          Insurance. The Mortgage Loan is covered by an American Land Title
          Association (“ALTA”) ALTA lender’s title insurance policy acceptable to Fannie
          Mae and Freddie Mac (which, in the case of an Adjustable Rate Mortgage
          Loan has
          an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1),
          issued
          by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified
          to do
          business in the jurisdiction where the Mortgaged Property is located, insuring
          (subject to the exceptions contained above in (xi)(a) and (b) and, with
          respect
          to each Mortgage Loan which is indicated by the Seller to be a Second Lien
          Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d))
          the
          Seller, its successors and assigns as to the first priority lien of the
          Mortgage
          in the original principal amount of the Mortgage Loan and, with respect
          to any
          Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
          or
          unenforceability of the lien resulting from the provisions of the Mortgage
          providing for adjustment in the Mortgage Interest Rate and Monthly
          Payment.  Additionally, such lender’s title insurance policy
          affirmatively insures ingress and egress to and from the Mortgaged Property,
          and
          against encroachments by or upon the Mortgaged Property or any interest
          therein.  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 full 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 related
          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 the
          Seller has not waived any default, breach, violation or event of
          acceleration.  With respect to each Mortgage Loan which is indicated
          by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
          Loan Schedule) (i) the First Lien is in full force and effect, (ii) there
          is no
          default, breach, violation or event of acceleration existing under such
          First
          Lien mortgage or the related mortgage note, (iii) 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
          thereunder, and either (A) the First Lien mortgage contains a provision
          which
          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;

         

        (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 law could give rise to such lien) affecting the related Mortgaged
          Property
          which are or may be liens prior to, or equal or coordinate with, the lien
          of the
          related Mortgage;

         

        (xx)  Origination.
          The Mortgage Loan was originated by the Seller or by a savings and loan
          association, a savings bank, a commercial bank or similar banking institution
          which is supervised and examined by a federal or state authority, or by
          a
          mortgagee approved as such by the Secretary of HUD;

         

        (xxi)  Payment
          Terms. Payments on the Mortgage Loan shall commence (with respect to any
          newly originated Mortgage Loans) or commenced no more than sixty days after
          the
          proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
          interest at the Mortgage Interest Rate.  With respect to each Mortgage
          Loan, the Mortgage Note is payable on the first day of each month in Monthly
          Payments, which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient
          to fully amortize the original principal balance over the original term
          thereof
          (other than with respect to a Mortgage Loan identified on the related Mortgage
          Loan Schedule as an interest-only Mortgage Loan during the interest-only
          period
          or a Mortgage Loan which is identified on the related Mortgage Loan Schedule
          as
          a Balloon Mortgage Loan)  and to pay interest at the related Mortgage
          Interest Rate, and (B) in the case of an Adjustable Rate Mortgage Loan,
          are
          changed on each Adjustment Date, and in any case, are sufficient to fully
          amortize the original principal balance over the original term thereof
          (other
          than with respect to a Mortgage Loan identified on the related Mortgage
          Loan
          Schedule as an interest-only Mortgage Loan during the interest-only period
          or a
          Mortgage Loan which is identified on the related Mortgage Loan Schedule
          as a
          Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
          Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
          in the related Mortgage Loan Schedule.  With respect to each Mortgage
          Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
          Loan,
          the interest-only period shall not exceed the period specified on the Mortgage
          Loan Schedule and following the expiration of such interest-only period,
          the
          remaining Monthly Payments shall be sufficient to fully amortize the original
          principal balance over the remaining term of the Mortgage Loan.  With
          respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
          payment which is sufficient to fully amortize the original principal balance
          over a term greater than the original term thereof and to pay interest
          at the
          related Mortgage Interest Rate and requires a final Monthly Payment
          substantially greater than the preceding monthly payment which is sufficient
          to
          repay the remaining unpaid principal balance of the Balloon Mortgage Loan
          as of
          the Due Date of such Monthly Payment.  No Balloon Mortgage Loan has an
          original stated maturity of less than seven (7) years. The Mortgage Note
          does
          not permit negative amortization.  No Mortgage Loan had an original
          term to maturity of more than thirty (30) years;

         

        (xxii)  Origination
          and Collection Practices; Escrow Deposits. The origination, servicing and
          collection practices used by the Seller with respect to each Mortgage Note
          and
          Mortgage, including without limitation the establishment, maintenance and
          servicing of the Escrow Accounts and Escrow Payments, if any, since origination
          have been in all respects legal, proper, prudent and customary in the mortgage
          origination and servicing industry.  The Mortgage Loan has been
          serviced by the Seller and any predecessor servicer in accordance with
          all
          applicable laws, rules and regulations, the terms of the Mortgage Note
          and
          Mortgage, and the Fannie Mae and Freddie Mac servicing guides.  With
          respect to escrow deposits and Escrow Payments (other than with respect
          to each
          Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
          Loan
          and for which the mortgagee under the First Lien is collecting Escrow Payments
          (as reflected on the Mortgage Loan Schedule)), if any, all such payments
          are in
          the possession of, or under the control of, the Seller and there exist
          no
          deficiencies in connection therewith for which customary arrangements for
          repayment thereof have not been made.  No escrow deposits or Escrow
          Payments or other charges or payments due the Seller have been capitalized
          under
          any Mortgage or the related Mortgage Note and no such escrow deposits or
          Escrow
          Payments are being held by the Seller for any work on a Mortgaged Property
          which
          has not been completed;

         

        (xxiii)  Mortgaged
          Property Undamaged. As of the Closing Date, the Mortgaged Property is free
          of damage and waste and is in good repair, and there is no proceeding pending
          or
          threatened for the total or partial condemnation thereof nor is such a
          proceeding currently occurring;

         

        (xxiv)  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, (a) in the case of
          a
          Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by
          judicial foreclosure.  The Mortgaged Property has not been subject to
          any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has
          not
          filed for protection under applicable bankruptcy laws.  There is no
          homestead or other exemption available to the Mortgagor which would interfere
          with the right to sell the Mortgaged Property at a trustee’s sale or the right
          to foreclose the Mortgage;  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;

         

        (xxv)  Appraisal.
          Unless otherwise set forth on the Mortgage Loan Schedule, the Mortgage
          File
          contains an appraisal of the related Mortgaged Property which, (a) with
          respect
          to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with
          an
          interior inspection, or (b) with respect to Second Lien Mortgage Loans,
          was on
          appraisal form 704, 2065 or 2055 with an exterior only inspection, and
          (c) with
          respect to (a) or (b) above, was made and signed, prior to the approval
          of the
          Mortgage Loan application, by a qualified appraiser, duly appointed by
          the
          Seller, who had no interest, direct or indirect in the Mortgaged Property
          or in
          any loan made on the security thereof, whose compensation is not affected
          by the
          approval or disapproval of the Mortgage Loan and who met the minimum
          qualifications of Fannie Mae and Freddie Mac.  Each appraisal of the
          Mortgage Loan was made in accordance with the relevant provisions of the
          Financial Institutions Reform, Recovery, and Enforcement Act of
          1989;

         

        (xxvi)  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 Purchaser to the trustee under
          the
          deed of trust, except in connection with a trustee’s sale after default by the
          Mortgagor;

         

        (xxvii)  Construction
          or Rehabilitation of Mortgaged Property. No Mortgage Loan was made in
          connection with (a) the construction or rehabilitation of a Mortgaged Property
          or (b) facilitating the trade-in or exchange of a Mortgaged
          Property;

         

        (xxviii)   LTV;
          CLTV. The Loan-to-Value Ratio of any Mortgage Loan at origination was not
          more than 95% and the CLTV of any Mortgage Loan at origination was not
          more than
          100%;  Each Mortgage Loan (other than any Mortgage Loan underwritten
          pursuant to the Seller’s Subprime Underwriting Guidelines) with an original
          Loan-to-Value Ratio at origination greater than 80% is and will be subject
          to a
          Primary Insurance Policy, issued by a Qualified Insurer, which insures
          that
          portion of the Mortgage Loan in excess of the portion of the Appraised
          Value of
          the Mortgaged Property as required by Fannie Mae.  All provisions of
          such Primary Insurance Policy have been and are being complied with, such
          policy
          is in full force and effect, and all premiums due thereunder have been
          paid.  Any Mortgage subject to any such Primary Insurance Policy
          obligates the Mortgagor thereunder to maintain such insurance and to pay
          all
          premiums and charges in connection therewith.  The Mortgage Interest
          Rate for the Mortgage Loan does not include any such insurance premium
          (if
          any).  If a Mortgage Loan is identified on the Mortgage Loan Schedule
          as subject to a Lender Paid Mortgage Insurance Policy, such policy insures
          that
          portion of the Mortgage Loan set forth in the LPMI Policy.  All
          provisions of any such 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 Mortgage Interest Rate for the Mortgage Loan does not
          include the insurance premium for any LPMI Policy (if any);

         

        (xxix)   Occupancy
          of the Mortgaged Property. The Mortgaged Property is lawfully occupied under
          applicable law; 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.  No improvement located on
          or being part of any Mortgaged Property is in violation of any applicable
          zoning
          and subdivision law, ordinance  or regulation;

         

        (xxx)  No
          Error, Omission, Fraud etc.  No error, omission,
          misrepresentation, negligence, fraud or similar occurrence with respect
          to a
          Mortgage Loan has taken place on the part of any person, including without
          limitation the Seller, the Mortgagor, any appraiser, any builder or 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;

         

        (xxxi)  Consolidation
          of Advances; Lien Priority. Any principal advances made to the Mortgagor
          prior to the 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 Mortgage Loan Schedule.  The lien of the Mortgage securing the
          consolidated principal amount is expressly insured as having (A) first
          lien
          priority with respect to each Mortgage Loan which is indicated by the Seller
          to
          be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second
          lien
          priority with respect to each Mortgage Loan which is indicated by the Seller
          to
          be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
          in
          either case, 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 and Freddie Mac.  The consolidated principal amount does
          not exceed the original principal amount of the Mortgage Loan;

         

        (xxxii)   Environmental
          Matters. The Mortgaged Property is in material compliance with all
          applicable environmental laws pertaining to environmental hazards including,
          without limitation, asbestos, 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;

         

        (xxxiii)   HOEPA.
          No Mortgage Loan is (a) subject to the provisions of the Homeownership
          and
          Equity Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage
          rate” or “total points and fees” payable by the borrower (as each term is
          defined under HOEPA) that equals or exceeds the applicable thresholds defined
          under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
          and
          (ii)), (b) a “high cost” mortgage loan, “covered” mortgage loan (excluding home
          loans defined as “covered home loans” in the New Jersey Home Ownership Security
          Act of 2002 that were originated between November 26, 2003 and July 7,
          2004),
“high risk home” mortgage loan, or “predatory” mortgage loan or any other
          comparable term, no matter how defined under any federal, state or local
          law,
          provided that this determination shall be made with respect to the relevant
          state or local law, regardless of the effect of any available federal
          preemption, other than exemptions specifically provided for in the relevant
          state or local law, (c) subject to any comparable federal, state or local
          statutes or regulations, or any other statute or regulation providing for
          heightened regulatory scrutiny, assignee liability to holders of such mortgage
          loans or additional legal liability for mortgage loans having high interest
          rates, points and/or fees, or (d) a High Cost Loan or Covered Loan, as
          applicable (as such terms are defined in the current Standard & Poor’s
          LEVELS® Glossary Revised, Appendix E);

         

        (xxxiv)   Due-On-Sale.
          Each Mortgage contains an enforceable provision for the acceleration of
          the
          payment of the unpaid principal balance of the related Mortgage Loan in
          the
          event the related Mortgaged Property is sold or transferred without the
          prior
          consent of the mortgagee thereunder;

         

        (xxxv)  Second
          Liens. With respect to each Mortgage Loan which is a Second Lien, (i) the
          related First Lien does not provide for negative amortization, (ii) either
          no
          consent for the Mortgage Loan is required by the holder of the First Lien
          or
          such consent has been obtained and is contained in the Mortgage File and
          (iii)
          such Second Lien is on a Residential Dwelling that is (or will be) the
          principal
          residence of the Mortgagor upon origination of the Second Lien;

         

        (xxxvi)  Prepayment
          Charges in Mortgage Loan Documents. The Mortgage Loan Documents with respect
          to each Mortgage Loan subject to Prepayment Charges specifically authorizes
          such
          Prepayment Charges to be collected, such Prepayment Charges are permissible
          and
          enforceable in accordance with the terms of the related Mortgage Loan Documents
          and all federal, state and local laws (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) and each Prepayment Charge was originated in compliance
          with all
          federal, state and local laws;

         

        (xxxvii)   Compliance
          with Patriot Act. 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, has conducted the requisite due diligence
          in
          connection with the origination of each Mortgage Loan for purposes of the
          Anti-Money Laundering Laws, including with respect to the legitimacy of
          the
          applicable Mortgagor and the origin of the assets used by the said Mortgagor
          to
          purchase the property in question, and maintains, and will maintain, sufficient
          information to identify the applicable Mortgagor for purposes of the Anti-Money
          Laundering Laws; no Mortgage Loan is subject to nullification pursuant
          to
          Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
          the Office of Foreign Assets Control of the United States Department of
          the
          Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
          OFAC Regulations, and no Mortgagor is subject to the provisions of such
          Executive Order or the OFAC Regulations nor listed as a “blocked person” for
          purposes of the OFAC Regulations;

         

        (xxxviii)  MERS
          Mortgage Loans. With respect to each MERS Mortgage Loan, a MIN has been
          assigned by MERS and such MIN is accurately provided on the related Mortgage
          Loan Schedule. The related Assignment of Mortgage to MERS has been duly
          and
          properly recorded or has been delivered for recording to the applicable
          recording office. With respect to each MERS Mortgage Loan, the Seller has
          not
          received any notice of liens or legal actions with respect to such Mortgage
          Loan
          and no such notices have been electronically posted by MERS;

         

        (xxxix)  FACT
          Act.  The sale or transfer of the Mortgage Loan by the Seller
          complies with all federal, state, and local laws, rules, and regulations
          governing such sale or transfer, including, without limitation, the Fair
          and
          Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit Reporting Act,
          each as may be amended from time to time, and the Seller has not received
          any
          actual or constructive notice of any identity theft, fraud, or other
          misrepresentation in connection with such Mortgage Loan or any party
          thereto.

         

        (xl)  Qualified
          Mortgage. Each Mortgage Loan constitutes a “qualified mortgage” under
          Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
          1.860G-2(a)(1);

         

        (xli)  Condos
          and PUDs. If the Residential Dwelling on the Mortgaged Property is a
          condominium unit or a unit in a planned unit development (other than a
          de
          minimis planned unit development) such condominium or planned unit development
          project meets the eligibility requirements of the Seller’s Underwriting
          Guidelines;

         

        (xlii)  Appraised
          Value.  All improvements which were considered in determining the
          Appraised Value of the related 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;

         

        (xliii)  No
          Additional Collateral. The Mortgage Note is not and has not been secured by
          any collateral except the lien of the corresponding Mortgage on the Mortgaged
          Property and the security interest of any applicable security agreement
          or
          chattel mortgage referred to in (xi) above;

         

        (xliv)  Buydown
          Mortgage Loans. No Mortgage Loan contains provisions pursuant to which
          Monthly Payments are (a) paid or partially paid with funds deposited in
          any
          separate account established by the Seller, the Mortgagor, or anyone on
          behalf
          of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
          contains any other similar provisions which may constitute a “buydown”
provision.

         

        (xlv)  No
          Convertible Mortgage Loans; No Graduated Payments or Contingent Interests.
          No Mortgage Loan is a Convertible Mortgage Loan. 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;

         

        (xlvi)  Disclosure
          Materials. The Mortgagor has executed a statement to the effect that the
          Mortgagor has received all disclosure materials required by law with respect
          to
          the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage
          Loans, and adjustable rate mortgage loans in the case of Adjustable Rate
          Mortgage Loans and rescission materials with respect to Refinanced Mortgage
          Loans, and such statement is and will remain in the Mortgage File;

         

        (xlvii)  Recordation
          of Mortgages. Each original Mortgage was recorded and all subsequent
          assignments of the original Mortgage (other than the assignment to the
          Purchaser) have been recorded, or are in the process of being recorded,
          in the
          appropriate jurisdictions wherein such recordation is necessary to perfect
          the
          lien thereof as against creditors of the Seller. As to any Mortgage Loan
          which
          is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable
          form
          (except for the name of the assignee which is blank) and is acceptable
          for
          recording under the laws of the jurisdiction in which the Mortgaged Property
          is
          located;

         

        (xlviii)  Texas
          Refinance Loans. Each Mortgage Loan originated in the state of Texas
          pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a
“Texas
          Refinance Loan”) has been originated in compliance with the provisions of
          Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes
          and the Texas Finance Code.  With respect to each Texas Refinance Loan
          that is a Cash Out Refinancing, the related Mortgage Loan Documents state
          that
          the Mortgagor may prepay such Texas Refinance Loan in whole or in part
          without
          incurring a Prepayment Charge.  The Seller does not collect any such
          Prepayment Charges in connection with any such Texas Refinance
          Loan;

         

        (xlix)  Verification
          of Down Payment. Unless otherwise set forth on the Mortgage Loan Schedule,
          the source of the down payment with respect to each Mortgage Loan has been
          fully
          verified by the Seller;

         

        (l)  Tax
          Service Contracts. The Seller shall, at its own expense, cause each Mortgage
          Loan to be covered by a “life of loan” Tax Service Contract which is assignable
          to the Purchaser or its designee at no cost to the Purchaser or its designee;
          provided however, that if the Seller fails to purchase such Tax Service
          Contract, the Seller shall be required to reimburse the Purchaser for all
          costs
          and expenses incurred by the Purchaser in connection with the purchase
          of any
          such Tax Service Contract;

         

        (li)  Flood
          Zone Service Contracts. Each Mortgage Loan is covered by a “life of loan”
Flood Zone Service Contract which is assignable to the Purchaser or
          its designee
          at no cost to the Purchaser or its designee or, for each Mortgage Loan
          not
          covered by such Flood Zone Service Contract, the Seller agrees to purchase
          such
          Flood Zone Service Contract;

         

        (lii)  No
          Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
          Housing. No Mortgage Loan is secured by cooperative housing, commercial
          property, manufactured housing, a mobile home or mixed use
          property;

         

        (liii)  Secondary
          Market Sales. Each Mortgage Loan is eligible for sale in the secondary
          market or for inclusion in a Securitization Transaction without unreasonable
          credit enhancement;

         

        (liv)  No
          Adverse Selection. No selection procedures were used by the Seller that
          identified the Mortgage Loans as being less desirable or valuable than
          other
          comparable mortgage loans in the Seller’s portfolio;

         

        (lv)  Georgia.
          No Mortgage Loan originated or modified on or after October 1, 2002 and
          prior to
          March 7, 2003 is secured by a Mortgaged Property located in the State of
          Georgia.  No Mortgage Loan originated on or after March 7, 2003 is a
“high cost home loan” as defined under the Georgia Fair Lending
          Act.

         

        (lvi)  New
          Jersey Manufactured Housing Loans.  No Mortgage Loan is a
“manufactured housing loan” pursuant to the NJ Act, and one hundred percent of
          the amount financed of any purchase money Second Lien Mortgage Loan subject
          to
          the NJ Act was used for the purchase of the related Mortgaged
          Property;

         

        (lvii)  Reserved;

         

        (lviii)  No
          Ground Leases. No Mortgage Loan is secured in whole or in part by the
          interest of the Mortgagor as a lessee under a ground lease of the related
          Mortgaged Property;

         

        (lix)  Massachusetts
          Refinanced Mortgage Loans.  No Mortgage Loan secured by a
          Mortgaged Property located in the Commonwealth of Massachusetts was made
          to pay
          off or refinance an existing loan or other debt of the related borrower
          (as the
          term “borrower” is defined in the regulations promulgated by the Massachusetts
          Secretary of State in connection with Massachusetts House Bill 4880 (2004))
          unless either (1) (a) the related Mortgage Interest Rate (that would be
          effective once the introductory rate expires, with respect to Adjustable
          Rate
          Mortgage Loans) did or would not exceed by more than 2.25% the yield on
          United
          States Treasury securities having comparable periods of maturity to the
          maturity
          of the related Mortgage Loan as of the fifteenth day of the month immediately
          preceding the month in which the application for the extension of credit
          was
          received by the related lender or (b) the Mortgage Loan is an “open-end home
          loan” (as such term is used in the Massachusetts House Bill 4880 (2004)) and
          the
          related Mortgage Note provides that the related Mortgage Interest Rate
          may not
          exceed at any time the Prime rate index as published in The Wall Street
          Journal
          plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's
          interest," as documented by a "borrower's interest worksheet" for the particular
          Mortgage Loan, which worksheet incorporates the factors set forth in
          Massachusetts House Bill 4880 (2004) and the regulations promulgated thereunder
          for determining "borrower's interest," and otherwise complies in all material
          respects with the laws of the Commonwealth of Massachusetts;

         

        (lx)  Broker
          Fees. The Mortgagor has not made or caused to be made any payment in the
          nature of an “overage” or “yield spread premium” to a mortgage broker or a like
          Person which has not been fully disclosed to the Mortgagor;

         

        (lxi)  Acceptable
          Investment. 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 can reasonably be expected to cause the
          Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan
          to
          become delinquent, cause the Mortgage Loan to not be paid in full when
          due, or
          adversely affect the value of the Mortgage Loan;

         

        (lxii)  No
          Notification of Prepayments in Full. The Mortgage Loan was not prepaid in
          full prior to the Closing Date and the Seller has not received notification
          from
          a Mortgagor that a prepayment in full shall be made after the Closing
          Date;

         

        (lxiii)  Limitation
          on number of Mortgage Notes per Borrower. No Mortgagor is the obligor on
          more than two Mortgage Notes in the related Mortgage Loan pool;

         

        (lxiv)  Prepayment
          Charges; With respect to any Mortgage Loan that contains a provision
          permitting imposition of a Prepayment Charge upon a Principal Prepayment
          prior
          to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed
          to such Prepayment Charge in exchange for a monetary benefit, including
          but not
          limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the
          Mortgage
          Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage
          Loan that did not require payment of a Prepayment Charge and the originator
          of
          the Mortgage Loan had a written policy of offering borrowers, or requiring
          third-party brokers to offer borrowers, the option of obtaining a mortgage
          loan
          that did not require the payment of a Prepayment Charge, (iii) the Prepayment
          Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant
          to
          state and federal law, (iv) for Mortgage Loans originated on or after October
          1,
          2002, the duration of the prepayment period shall not exceed three (3)
          years
          from the date of the Mortgage Note, unless the Mortgage Loan was modified
          to
          reduce the prepayment period to no more than three years from the date
          of the
          Mortgage Note and the Mortgagor was notified in writing of such reduction
          in the
          prepayment period, (v) no Mortgage Loan originated prior to October 1,
          2002 has
          a Prepayment Charge longer than five years and (vi) notwithstanding any
          state or
          federal law to the contrary, the Seller shall not impose such Prepayment
          Charge
          in any instance when the Mortgage Loan is accelerated or paid off in connection
          with the workout of a delinquent mortgage or due to the Mortgagor’s
          default.  Each Prepayment Charge is permissible, collectable and
          enforceable.

         

        (lxv)  No
          Predatory Lending. No predatory, abusive or deceptive lending practices,
          including but not limited to, the extension of credit to a Mortgagor without
          regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension
          of credit to a Mortgagor which has no tangible net benefit to the Mortgagor,
          were employed in connection with the origination of the Mortgage
          Loan.  Each Mortgage Loan is in compliance with the anti-predatory
          lending eligibility for purchase requirements of Fannie Mae’s Selling Guide. No
          Mortgagor was encouraged or required to select a Mortgage Loan product
          offered
          by the Mortgage Loan’s originator which is a higher cost product designed for
          less creditworthy borrowers, unless at the time of the Mortgage Loan’s
          origination, such Mortgagor did not qualify taking into account credit
          history
          and debt to income ratios for a lower cost credit product then offered
          by the
          Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
          originator.  If, at the time of the related loan application, the
          Mortgagor may have qualified for a lower cost credit product then offered
          by any
          mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
          Loan’s originator referred the Mortgagor’s application to such affiliate for
          underwriting consideration;

         

        (lxvi)  Underwriting
          Methodology. The methodology used in underwriting the extension of credit
          for each Mortgage Loan employs objective mathematical principles which
          relate
          the Mortgagor’s income, assets and liabilities to the proposed payment and such
          underwriting methodology did and does not rely solely 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 ability to make timely payments on the Mortgage
          Loan.

         

        (lxvii)  Points
          and Fees Disclosed. All points, fees and charges, including finance charges
          (whether or not financed, assessed, collected or to be collected), in connection
          with the origination and servicing of any Mortgage Loan were disclosed
          in
          writing to the related Mortgagor in accordance with state and federal laws
          and
          regulations and no related 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 such loan or (2) $1,000.  For the purposes of this
          representation, “points and fees” (a) include origination, underwriting, broker
          and finder’s fees and charges that the lender imposed as a condition of making
          the Mortgage Loan, whether they are paid to the lender or a third party;
          and (b)
          exclude bona fide discount points, fees paid for actual services rendered
          in
          connection with the origination of the Mortgage Loan (such as attorneys’ fees,
          notaries fees and fees paid for property appraisals, credit reports, surveys,
          title examinations and extracts, flood and tax certifications, and home
          inspections) and the cost of mortgage insurance or credit-risk price
          adjustments; the costs of title, hazard, and flood insurance policies;
          state and
          local transfer taxes or fees; escrow deposits for the future payment of
          taxes
          and insurance premiums; and other miscellaneous fees and charges, which
          miscellaneous fees and charges in total, do not exceed 0.25 percent of
          the loan
          amount);

         

        (lxviii)  Full
          File Credit Reporting (Fannie Mae). The Seller will transmit full-file
          credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
          Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report
          one
          of the following statuses each month as follows: new origination, current,
          delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

         

        (lxix)  No
          Credit Life Policies. No Mortgagor was required to purchase any single
          premium credit insurance policy (e.g. life, mortgage, disability, accident,
          unemployment, property or health insurance product) or debt cancellation
          agreement as a condition of obtaining the extension of credit.  No
          Mortgagor obtained a prepaid single premium credit insurance policy (e.g.
          life,
          mortgage, disability, accident, unemployment, property or health insurance
          product) in connection with the origination of the Mortgage Loan, and no
          proceeds from any Mortgage Loan were used to purchase single-premium credit
          insurance policies or debt cancellation agreements as part of the origination
          of, or as a condition to closing, such Mortgage Loan;

         

        (lxx)  Full
          File Credit Reporting (Past Practice; Future Practice). The Seller has fully
          furnished and will 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 Credit Information Company (three of the credit repositories), on
          a
          monthly basis; and

         

        (lxxi)  No
          Arbitration. With respect to each Mortgage Loan, neither the related
          Mortgage nor the related Mortgage Note requires the Mortgagor to submit
          to
          arbitration to resolve any dispute arising out of or relating in any way
          to the
          Mortgage Loan;  No Mortgagor agreed to submit to arbitration to
          resolve any dispute arising out of or relating in any way to the Mortgage
          Loan.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        I

      


      Representation
        and Warranties with Respect to the PennFed Mortgage Loans

      


      Except
        for “Mortgage Loans”, which shall mean the PennFed Mortgage Loans sold by the
        Seller to the Purchaser, all capitalized terms in this Exhibit I shall have
        the
        meanings ascribed to them in the PennFed Purchase Agreement.

      


      The
        Seller hereby represents, warrants and covenants to the Purchaser that, as
        to
        each Mortgage Loan, as of the related Closing Date for such Mortgage
        Loan:

       

      (lxxii)  Mortgage
        Loans as Described.  The information set forth in the related
        Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser
        in
        the Data File is complete, true and correct. The Mortgage Loan is in compliance
        with all requirements set forth in the related Confirmation, and the
        characteristics of the related Mortgage Loan Package as set forth in the
        related
        Confirmation are true and correct;

       

      (lxxiii)  Payments
        Current. All payments required to be made up to the close of business on the
        Closing Date for such Mortgage Loan under the terms of the Mortgage Note
        have
        been made; the Seller has not advanced funds, or induced, solicited or knowingly
        received any advance of funds from a party other than the owner of the related
        Mortgaged Property, directly or indirectly, for the payment of any amount
        required by the Mortgage Note or Mortgage.  There has been no
        delinquency, exclusive of any period of grace, in any payment by the Mortgagor
        thereunder since the origination of the Mortgage Loan;

       

      (lxxiv)  No
        Outstanding Charges. There are no delinquent taxes, ground rents, water
        charges, sewer rents, assessments, insurance premiums, leasehold payments,
        including assessments payable in future installments or other outstanding
        charges affecting the related Mortgaged Property;

       

      (lxxv)  Location
        and Type of Mortgaged Property. The Mortgaged Property is located in the
        state identified in the related Mortgage Loan Schedule and is improved by
        a
        Residential Dwelling;

       

      (lxxvi)  Original
        Terms Unmodified. The terms of the Mortgage Note and the Mortgage have not
        been impaired, waived, altered or modified in any respect, except by written
        instruments, recorded in the applicable public recording office or registered
        with the MERS System if necessary to maintain the lien priority of the Mortgage,
        and which have been delivered to the Purchaser; the substance of any such
        waiver, alteration or modification has been approved by the insurer under
        the
        Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to
        the
        extent required by the related policy, and is reflected on the related Mortgage
        Loan Schedule. No instrument of waiver, alteration or modification has been
        executed, and no Mortgagor has been released, in whole or in part, except
        in
        connection with an assumption agreement approved by the insurer under the
        Primary Insurance Policy or LPMI Policy, if any, the title insurer, to the
        extent required by the policy, and which assumption agreement has been delivered
        to the Purchaser and the terms of which are reflected in the related Mortgage
        Loan Schedule;

       

      (lxxvii)  No
        Defenses.  The Mortgage Note and the Mortgage are not subject to
        any right of rescission, reformation, set off, counterclaim or defense,
        including the defense of usury, nor will the operation of any of the terms
        of
        the Mortgage Note and/or the Mortgage, or the exercise of any right thereunder,
        render the Mortgage unenforceable, in whole or in part, or subject to any
        right
        of rescission, reformation, set off, counterclaim or defense, including the
        defense of usury and no such right of rescission, reformation, set off,
        counterclaim or defense has been asserted with respect thereto, and there
        is no
        basis for the Mortgage Loan to be modified or reformed without the consent
        of
        the Mortgagor under applicable law;

       

      (lxxviii)  Conformance
        with Underwriting Guidelines and Agency Standards. The Mortgage Loan was
        underwritten in accordance with the Underwriting Guidelines of the Seller
        in
        effect at the time the Mortgage Loan was originated; and the Mortgage Note
        and
        Mortgage are on forms acceptable to Fannie Mae and Freddie Mac;

       

      (lxxix)  Hazard
        Insurance. All buildings upon the Mortgaged Property are insured by a
        Qualified Insurer acceptable to Fannie Mae and Freddie Mac against loss by
        fire,
        hazards of extended coverage and such other hazards as are customary in the
        area
        where the Mortgaged Property is located, in an amount not less than the lesser
        of (i) 100% of the replacement cost of all improvements to the Mortgaged
        Property and (ii) either (A) the outstanding principal balance of the Mortgage
        Loan with respect to each first lien Mortgage Loan (including any cumulative
        related Negative Amortization) or (B) with respect to each Second Lien Mortgage
        Loan, the sum of the outstanding principal balance of the related first lien
        mortgage loan and the outstanding principal balance of the Second Lien Mortgage
        Loan; provided, however, in no event shall the amount of insurance be less
        than
        the amount necessary to avoid the operation of any co-insurance provisions
        with
        respect to the Mortgaged Property. All such insurance policies contain a
        standard mortgagee clause naming the Seller, its successors and assigns as
        mortgagee and all premiums thereon have been paid.  If the Mortgaged
        Property is in an area identified on a Flood Hazard Map or Flood Insurance
        Rate
        Map issued by the Federal Emergency Management Agency as having special flood
        hazards (and such flood insurance has been made available) a flood insurance
        policy meeting the requirements of the current guidelines of the Federal
        Insurance Administration is in effect which policy conforms to the requirements
        of Fannie Mae and Freddie Mac and in an amount not less than the greater
        of (i)
        lesser of (a) 100% of the replacement cost of all improvements to the Mortgaged
        Property and (b) either (A) the outstanding principal balance of the Mortgage
        Loan with respect to each first lien Mortgage Loan (plus the maximum amount
        of
        Negative Amortization in accordance with the Mortgage) or (B) with respect
        to
        each Second Lien Mortgage Loan, the sum of the outstanding principal balance
        of
        the related first lien mortgage loan and the outstanding principal balance
        of
        the Second Lien Mortgage Loan and (ii) the maximum amount of insurance which
        is
        available under the  National Flood Insurance Act of 1968 or the Flood
        Disaster Protection Act of 1973, as amended; provided, however, in no event
        shall the amount of insurance be less than the amount necessary to avoid
        the
        operation of any co-insurance provisions with respect to the Mortgaged
        Property.  The Mortgage obligates the Mortgagor thereunder to maintain
        all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
        failure to do so, authorizes the holder of the Mortgage to maintain such
        insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
        from the Mortgagor;

       

      (lxxx)  Compliance
        with 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, fair housing,
        disclosure laws and all predatory, abusive and fair lending laws applicable
        to
        the origination and servicing of mortgage loans of a type similar to the
        Mortgage Loans have been complied with and the consummation of the transactions
        contemplated hereby will not involve the violation of any such laws, and
        the
        Seller shall maintain in its possession, available for the inspection of
        the
        Purchaser or its designee, and shall deliver to the Purchaser or its designee,
        upon two Business Days’ request, evidence of compliance with such
        requirements;

       

      (lxxxi)  No
        Satisfaction of Mortgage. The Mortgage has not been satisfied, cancelled,
        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,
        cancellation, subordination, rescission or release;

       

      (lxxxii)  Valid
        Lien. The related Mortgage is properly recorded and is a valid, existing
        and
        enforceable (including any Negative Amortization which may arise thereunder)
        (A)
        first lien and first priority security interest with respect to each Mortgage
        Loan which is indicated by the Seller to be a First Lien (as reflected on
        the
        Mortgage Loan Schedule), or (B) second lien and second priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
        case,
        on the Mortgaged Property, including all improvements on the Mortgaged Property
        subject only to (a) the lien of current real property taxes and assessments
        not
        yet due and payable, (b) covenants, conditions and restrictions, rights of
        way,
        easements and other matters of the public record as of the date of recording
        being 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 which do not adversely affect the Appraised Value
        of
        the Mortgaged Property, (c) 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 and (d) with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule) a First Lien on the 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, existing and enforceable (A) first lien
        and
        first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      (lxxxiii)  Validity
        of Mortgage Loan Documents. The Mortgage Note and the related Mortgage are
        genuine and each is the legal, valid and binding obligation of the maker
        thereof, enforceable in accordance with its terms;

       

      (lxxxiv)  Legal
        Capacity. 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.  The Mortgagor is a natural
        person;

       

      (lxxxv)  Full
        Disbursement of Proceeds. The proceeds of the Mortgage Loan have been fully
        disbursed to or for the account of the Mortgagor and there is no obligation
        for
        the Mortgagee to advance additional funds thereunder and any and all
        requirements as to completion of any on-site or off-site improvement and
        as to
        disbursements of any escrow funds therefor have been complied
        with.  All costs, fees and expenses incurred in making or closing the
        Mortgage Loan and the recording of the Mortgage have been paid, and the
        Mortgagor is not entitled to any refund of any amounts paid or due to the
        Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (lxxxvi)  Ownership.
        The Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note and the Mortgage.  The Seller has full right and authority under
        all governmental and regulatory bodies having jurisdiction over such Seller,
        subject to no interest or participation of, or agreement with, any party,
        to
        transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement
        free and clear of any encumbrance or right of others, equity, lien, pledge,
        charge, mortgage, claim, participation interest or security interest of any
        nature (collectively, a “Lien”); and immediately upon the transfers and
        assignments herein contemplated, the Seller shall have transferred and sold
        all
        of its right, title and interest in and to each Mortgage Loan and the Purchaser
        will hold good, marketable and indefeasible title to, and be the owner of,
        each
        Mortgage Loan subject to no Lien;

       

      (lxxxvii)  Doing
        Business. All parties which have had any interest in the Mortgage Loan,
        whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
        during the period in which they held and disposed of such interest, were):
        (A)
        organized under the laws of such state, or (B) qualified to do business in
        such
        state, or (C) federal savings and loan associations or national banks having
        principal offices in such state, or (D) not doing business in such state
        so as
        to require qualification or licensing, or (E) not otherwise required to be
        licensed in such state.  All parties which have had any interest in
        the Mortgage Loan were in compliance with any and all applicable “doing
        business” and licensing requirements of the laws of the state wherein the
        Mortgaged Property is located or were not required to be licensed in such
        state;

       

      (lxxxviii)  Title
        Insurance. Unless the Mortgaged Property is located in the State of Iowa and
        an attorney’s certificate an/or a certificate of title guaranty has been
        obtained, the Mortgage Loan is covered by an American Land Title Association
        (“ALTA”) ALTA lender’s title insurance policy acceptable to Fannie Mae and
        Freddie Mac (which, in the case of an Adjustable Rate Mortgage Loan has an
        adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1), issued
        by
        a title insurer acceptable to Fannie Mae and Freddie Mac and qualified to
        do
        business in the jurisdiction where the Mortgaged Property is located, insuring
        (subject to the exceptions contained above in (xi)(a) and (b) and, with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the
        Seller, its successors and assigns as to the first priority lien or second
        priority lien, as applicable, of the Mortgage in the original principal amount
        of the Mortgage Loan (including, if the Mortgage Loan provides for Negative
        Amortization, the maximum amount of Negative Amortization in accordance with
        the
        Mortgage) and, with respect to any Adjustable Rate Mortgage Loan, against
        any
        loss by reason of the invalidity or unenforceability of the lien resulting
        from
        the provisions of the Mortgage providing for adjustment in the Mortgage Interest
        Rate, Monthly Payment and Negative Amortization provisions of the Mortgage
        Note.  Additionally, such lender’s title insurance policy
        affirmatively insures ingress and egress to and from the Mortgaged Property,
        and
        against encroachments by or upon the Mortgaged Property or any interest
        therein.  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 full 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 related
        Mortgage, including the Seller, has done, by act or omission, anything which
        would impair the coverage of such lender’s title insurance policy;

       

      (lxxxix)  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
        the
        Seller has not waived any default, breach, violation or event of
        acceleration.  With respect to each Mortgage Loan which is indicated
        by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
        Loan Schedule) (i) the First Lien is in full force and effect, (ii) there
        is no
        default, breach, violation or event of acceleration existing under such First
        Lien mortgage or the related mortgage note and (iii) 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
        thereunder, and either (A) the First Lien mortgage contains a provision which
        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;

       

      (xc)  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 law could give rise to such lien) affecting the related Mortgaged Property
        which are or may be liens prior to, or equal or coordinate with, the lien
        of the
        related Mortgage;

       

      (xci)  Origination.
        The Mortgage Loan was originated by the Seller or by a savings and loan
        association, a savings bank, a commercial bank or similar banking institution
        which is supervised and examined by a federal or state authority, or by a
        mortgagee approved as such by the Secretary of HUD;

       

      (xcii)  Payment
        Terms. Payments on the Mortgage Loan shall commence (with respect to any
        newly originated Mortgage Loans) or commenced no more than sixty days after
        the
        proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
        interest at the Mortgage Interest Rate.  With respect to each Mortgage
        Loan which is not a Negative Amortization Loan, the Mortgage Note is payable
        on
        the first day of each month in Monthly Payments, which, (A) in the case of
        a
        Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
        principal balance over the original term thereof (other than with respect
        to a
        Mortgage Loan identified on the related Mortgage Loan Schedule as an
        interest-only Mortgage Loan during the interest-only period or a Mortgage
        Loan
        which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage
        Loan)  and to pay interest at the related Mortgage Interest Rate, and
        (B) in the case of an Adjustable Rate Mortgage Loan, are changed on each
        Adjustment Date, and in any case, are sufficient to fully amortize the original
        principal balance over the original term thereof (other than with respect
        to a
        Mortgage Loan identified on the related Mortgage Loan Schedule as an
        interest-only Mortgage Loan during the interest-only period or a Mortgage
        Loan
        which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage
        Loan) and to pay interest at the related Mortgage Interest Rate.  The
        Index for each Adjustable Rate Mortgage Loan is as defined in the related
        Mortgage Loan Schedule. With respect to each Negative Amortization Mortgage
        Loan, the related Mortgage Note requires a Monthly Payment which is sufficient
        during the period following each Payment Adjustment Date, to fully amortize
        the
        outstanding principal balance as of the first day of such period (including
        any
        Negative Amortization) over the then remaining term of such Mortgage Note
        and to
        pay interest at the related Mortgage Interest Rate; provided, that the Monthly
        Payment shall not increase to an amount that exceeds 107.5% of the amount
        of the
        Monthly Payment that was due immediately prior to the Payment Adjustment
        Date;
        provided, further, that the payment adjustment cap shall not be applicable
        with
        respect to the adjustment made to the Monthly Payment that occurs in a year
        in
        which the Mortgage Loan has been outstanding for a multiple of five (5) years
        and in any such year the Monthly Payment shall be adjusted to fully amortize
        the
        Mortgage Loan over the remaining term. With respect to each Mortgage Loan
        identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan,
        the
        interest-only period shall not exceed the period specified on the Mortgage
        Loan
        Schedule and following the expiration of such interest-only period, the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  With
        respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
        payment which is sufficient to fully amortize the original principal balance
        over a term greater than the original term thereof and to pay interest at
        the
        related Mortgage Interest Rate and requires a final Monthly Payment
        substantially greater than the preceding monthly payment which is sufficient
        to
        repay the remaining unpaid principal balance of the Balloon Mortgage Loan
        as of
        the Due Date of such Monthly Payment.  No Balloon Mortgage Loan has an
        original stated maturity of less than seven (7) years.  No Mortgage
        Loan had an original term to maturity of more than thirty (30)
        years;

       

      (xciii)  Origination
        and Collection Practices; Escrow Deposits. The origination, servicing and
        collection practices used by the Seller with respect to each Mortgage Note
        and
        Mortgage, including without limitation the establishment, maintenance and
        servicing of the Escrow Accounts and Escrow Payments, if any, since origination
        have been in all respects legal, proper, prudent and customary in the mortgage
        origination and servicing industry.  The Mortgage Loan has been
        serviced by the Seller and any predecessor servicer in accordance with all
        applicable laws, rules and regulations, the terms of the Mortgage Note and
        Mortgage, and the Fannie Mae and Freddie Mac servicing guides.  With
        respect to escrow deposits and Escrow Payments (other than with respect to
        each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        and for which the mortgagee under the First Lien is collecting Escrow Payments
        (as reflected on the Mortgage Loan Schedule)), if any, all such payments
        are in
        the possession of, or under the control of, the Seller and there exist no
        deficiencies in connection therewith for which customary arrangements for
        repayment thereof have not been made.  No escrow deposits or Escrow
        Payments or other charges or payments due the Seller have been capitalized
        under
        any Mortgage or the related Mortgage Note and no such escrow deposits or
        Escrow
        Payments are being held by the Seller for any work on a Mortgaged Property
        which
        has not been completed;

       

      (xciv)  Mortgaged
        Property Undamaged. The Mortgaged Property is free of damage and waste and
        is in good repair, and there is no proceeding pending or threatened for the
        total or partial condemnation thereof nor is such a proceeding currently
        occurring;

       

      (xcv)  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, (a) in the case of
        a
        Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by
        judicial foreclosure.  The Mortgaged Property has not been subject to
        any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has
        not
        filed for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage;  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;

       

      (xcvi)  Appraisal.
        Unless otherwise set forth on the Mortgage Loan Schedule, the Mortgage File
        contains an appraisal of the related Mortgaged Property which, (a) with respect
        to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with
        an
        interior inspection, or (b) with respect to Second Lien Mortgage Loans, was
        on
        appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c)
        with
        respect to (a) or (b) above, was made and signed, prior to the approval of
        the
        Mortgage Loan application, by a qualified appraiser, duly appointed by the
        Seller, who had no interest, direct or indirect in the Mortgaged Property
        or in
        any loan made on the security thereof, whose compensation is not affected
        by the
        approval or disapproval of the Mortgage Loan and who met the minimum
        qualifications of Fannie Mae and Freddie Mac.  Each appraisal of the
        Mortgage Loan was made in accordance with the relevant provisions of the
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989;

       

      (xcvii)  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 Purchaser to the trustee under
        the
        deed of trust, except in connection with a trustee’s sale after default by the
        Mortgagor;

       

      (xcviii)  Construction
        or Rehabilitation of Mortgaged Property. No Mortgage Loan was made in
        connection with (a) the construction or rehabilitation of a Mortgaged Property
        or (b) facilitating the trade-in or exchange of a Mortgaged
        Property;

       

      (xcix)   LTV;
        CLTV. The Loan-to-Value Ratio of any Mortgage Loan at origination was not
        more than 95% and the CLTV of any Mortgage Loan at origination was not more
        than
        100%;  Each Mortgage Loan (other than any Mortgage Loan underwritten
        pursuant to the Seller’s Subprime Underwriting Guidelines) with an original
        Loan-to-Value Ratio at origination greater than 80% is and will be subject
        to a
        Primary Insurance Policy, issued by a Qualified Insurer, which insures that
        portion of the Mortgage Loan in excess of the portion of the Appraised Value
        of
        the Mortgaged Property as required by Fannie Mae.  All provisions of
        such Primary Insurance Policy have been and are being complied with, such
        policy
        is in full force and effect, and all premiums due thereunder have been
        paid.  Any Mortgage subject to any such Primary Insurance Policy
        obligates the Mortgagor thereunder to maintain such insurance and to pay
        all
        premiums and charges in connection therewith.  The Mortgage Interest
        Rate for the Mortgage Loan does not include any such insurance
        premium.  If a Mortgage Loan is identified on the Mortgage Loan
        Schedule as subject to a Lender Paid Mortgage Insurance Policy, such policy
        insures that portion of the Mortgage Loan set forth in the LPMI
        Policy.  All provisions of any such 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 Mortgage Interest Rate for the
        Mortgage Loan does not include the insurance premium for any LPMI
        Policy;

       

      (c)   Occupancy
        of the Mortgaged Property. The Mortgaged Property is lawfully occupied under
        applicable law; 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.  No improvement located on
        or being part of any Mortgaged Property is in violation of any applicable
        zoning
        and subdivision law, ordinance  or regulation;

       

      (ci)  No
        Error, Omission, Fraud etc.  No error, omission,
        misrepresentation, negligence, fraud or similar occurrence with respect to
        a
        Mortgage Loan has taken place on the part of any person, including without
        limitation the Seller, the Mortgagor, any appraiser, any builder or 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;

       

      (cii)  Consolidation
        of Advances; Lien Priority. Any principal advances made to the Mortgagor
        prior to the 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 Mortgage Loan Schedule.  The lien of the Mortgage securing the
        consolidated principal amount is expressly insured as having (A) first lien
        priority with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second
        lien
        priority with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
        in
        either case, 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 and Freddie Mac.  The consolidated principal amount does
        not exceed the original principal amount of the Mortgage Loan plus any Negative
        Amortization;

       

      (ciii)   Environmental
        Matters. The Mortgaged Property is in material compliance with all
        applicable environmental laws pertaining to environmental hazards including,
        without limitation, asbestos, 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;

       

      (civ)   HOEPA.  No
        Mortgage Loan is (a) subject to the provisions of the Home Ownership and
        Equity
        Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each such term is defined
        under HOEPA) that equals or exceeds the applicable thresholds defined under
        HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and
        (ii)),
        (b) a “high cost” mortgage loan, “covered” mortgage loan (excluding home loans
        defined as “covered home loans” in the New Jersey Home Ownership Security Act of
        2002 that were originated between November 26, 2003 and July 7, 2004), “high
        risk home” mortgage loan, or “predatory” mortgage loan or any other comparable
        term, no matter how defined under any federal, state or local law,
provided that this determination shall be made with respect to the
        relevant state or local law, regardless of the effect of any available federal
        preemption, other than exemptions specifically provided for in the relevant
        state or local law, (c) subject to any comparable federal, state or local
        statutes or regulations, or any other statute or regulation providing for
        heightened regulatory scrutiny, assignee liability to holders of such mortgage
        loans or additional legal liability for mortgage loans having high interest
        rates, points and/or fees, or (d) a High Cost Loan or Covered Loan, as
        applicable (as such terms are defined in the current Standard & Poor’s
        LEVELS® Glossary Revised, Appendix E);

       

      (cv)   Due-On-Sale.
        Each Mortgage contains an enforceable provision for the acceleration of the
        payment of the unpaid principal balance of the related Mortgage Loan in the
        event the related Mortgaged Property is sold or transferred without the prior
        consent of the mortgagee thereunder;

       

      (cvi)  Second
        Liens. With respect to each Mortgage Loan which is a Second Lien, (i) the
        related First Lien does not provide for negative amortization, (ii) either
        no
        consent for the Mortgage Loan is required by the holder of the First Lien
        or
        such consent has been obtained and is contained in the Mortgage File and
        (iii)
        such Second Lien is on a Residential Dwelling that is (or will be) the principal
        residence of the Mortgagor upon origination of the Second Lien;

       

      (cvii)  Prepayment
        Charges in Mortgage Loan Documents. The Mortgage Loan Documents with respect
        to each Mortgage Loan subject to Prepayment Charges specifically authorizes
        such
        Prepayment Charges to be collected, such Prepayment Charges are permissible
        and
        enforceable in accordance with the terms of the related Mortgage Loan Documents
        and all federal, state and local laws (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) and each Prepayment Charge was originated in compliance with
        all
        federal, state and local laws;

       

      (cviii)   Compliance
        with Patriot Act. 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, has conducted the requisite due diligence
        in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations;

       

      (cix)  MERS
        Mortgage Loans. With respect to each MERS Mortgage Loan, a MIN has been
        assigned by MERS and such MIN is accurately provided on the related Mortgage
        Loan Schedule. The related Assignment of Mortgage to MERS has been duly and
        properly recorded or has been delivered for recording to the applicable
        recording office. With respect to each MERS Mortgage Loan, the Seller has
        not
        received any notice of liens or legal actions with respect to such Mortgage
        Loan
        and no such notices have been electronically posted by MERS;

       

      (cx)  FACT
        Act.  The sale or transfer of the Mortgage Loan by the Seller
        complies with all federal, state, and local laws, rules, and regulations
        governing such sale or transfer, including, without limitation, the Fair
        and
        Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit Reporting Act,
        each as may be amended from time to time, and the Seller has not received
        any
        actual or constructive notice of any identity theft, fraud, or other
        misrepresentation in connection with such Mortgage Loan or any party
        thereto.

       

      (cxi)  Qualified
        Mortgage. Each Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
        1.860G-2(a)(1);

       

      (cxii)  Condos
        and PUDs. If the Residential Dwelling on the Mortgaged Property is a
        condominium unit or a unit in a planned unit development (other than a de
        minimis planned unit development) such condominium or planned unit development
        project meets the eligibility requirements of Fannie Mae and Freddie
        Mac;

       

      (cxiii)  Appraised
        Value.  All improvements which were considered in determining the
        Appraised Value of the related 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;

       

      (cxiv)  No
        Additional Collateral. The Mortgage Note is not and has not been secured by
        any collateral except the lien of the corresponding Mortgage on the Mortgaged
        Property and the security interest of any applicable security agreement or
        chattel mortgage referred to in (xi) above;

       

      (cxv)  Buydown
        Mortgage Loans. No Mortgage Loan contains provisions pursuant to which
        Monthly Payments are (a) paid or partially paid with funds deposited in any
        separate account established by the Seller, the Mortgagor, or anyone on behalf
        of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
        contains any other similar provisions which may constitute a “buydown”
provision.

       

      (cxvi)  No
        Convertible Mortgage Loans; No Graduated Payments or Contingent Interests.
        No Mortgage Loan is a Convertible Mortgage Loan. 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;

       

      (cxvii)  Disclosure
        Materials. The Mortgagor has executed a statement to the effect that the
        Mortgagor has received all disclosure materials required by law with respect
        to
        the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage
        Loans, and adjustable rate mortgage loans in the case of Adjustable Rate
        Mortgage Loans and rescission materials with respect to Refinanced Mortgage
        Loans, and such statement is and will remain in the Mortgage File;

       

      (cxviii)  Recordation
        of Mortgages. Each original Mortgage was recorded and all subsequent
        assignments of the original Mortgage (other than the assignment to the
        Purchaser) have been recorded, or are in the process of being recorded, in
        the
        appropriate jurisdictions wherein such recordation is necessary to perfect
        the
        lien thereof as against creditors of the Seller. As to any Mortgage Loan
        which
        is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable
        form
        (except for the name of the assignee which is blank) and is acceptable for
        recording under the laws of the jurisdiction in which the Mortgaged Property
        is
        located;

       

      (cxix)  Texas
        Refinance Loans. Each Mortgage Loan originated in the state of Texas
        pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas
        Refinance Loan”) has been originated in compliance with the provisions of
        Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes
        and the Texas Finance Code.  With respect to each Texas Refinance Loan
        that is a Cash Out Refinancing, the related Mortgage Loan Documents state
        that
        the Mortgagor may prepay such Texas Refinance Loan in whole or in part without
        incurring a Prepayment Charge.  The Seller does not collect any such
        Prepayment Charges in connection with any such Texas Refinance
        Loan;

       

      (cxx)  Verification
        of Down Payment. Unless otherwise set forth on the Mortgage Loan Schedule,
        the source of the down payment with respect to each Mortgage Loan has been
        fully
        verified by the Seller;

       

      (cxxi)  Tax
        Service Contracts. The Seller shall, at its own expense, cause each Mortgage
        Loan to be covered by a “life of loan” Tax Service Contract which is assignable
        to the Purchaser or its designee at no cost to the Purchaser or its designee;
        provided however, that if the Seller fails to purchase such Tax Service
        Contract, the Seller shall be required to reimburse the Purchaser for all
        costs
        and expenses incurred by the Purchaser in connection with the purchase of
        any
        such Tax Service Contract;

       

      (cxxii)  Flood
        Zone Service Contracts. Each Mortgage Loan is covered by a “life of loan”
Flood Zone Service Contract which is assignable to the Purchaser or its
        designee
        at no cost to the Purchaser or its designee or, for each Mortgage Loan not
        covered by such Flood Zone Service Contract, the Seller agrees to purchase
        such
        Flood Zone Service Contract;

       

      (cxxiii)  No
        Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
        Housing. No Mortgage Loan is secured by cooperative housing, commercial
        property, manufactured housing, a mobile home or mixed use
        property;

       

      (cxxiv)  Secondary
        Market Sales. Each Mortgage Loan is eligible for sale in the secondary
        market or for inclusion in a Securitization Transaction without unreasonable
        credit enhancement;

       

      (cxxv)  No
        Adverse Selection. No selection procedures were used by the Seller that
        identified the Mortgage Loans as being less desirable or valuable than other
        comparable mortgage loans in the Seller’s portfolio;

       

      (cxxvi)  Georgia.
        No Mortgage Loan is secured by real property or secured by a manufactured
        home
        located in the state of Georgia unless (x) such Mortgage Loan was originated
        prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
        the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
        Mortgagor’s principal dwelling.  No Mortgage Loan is a “High Cost Home
        Loan ” as defined in the Georgia Fair Lending Act, as amended (the “Georgia
        Act”).   Each Mortgage Loan that is a “Home Loan” under the
        Georgia Act complies with all applicable provisions of the Georgia Act. No
        Mortgage Loan secured by owner occupied real property or an owner occupied
        manufactured home located in the State of Georgia was originated (or modified)
        on or after October 1, 2002 through and including March 6, 2003;

       

      (cxxvii)  New
        Jersey Manufactured Housing Loans.  No Mortgage Loan is a
“manufactured housing loan” or “home improvement home loan” pursuant to the New
        Jersey Home Ownership Act.  No Mortgage Loan is a “High-Cost Home
        Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the New
        Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
        et
        seq.);

       

      (cxxviii)  Reserved;

       

      (cxxix)  No
        Ground Leases. No Mortgage Loan is secured in whole or in part by the
        interest of the Mortgagor as a lessee under a ground lease of the related
        Mortgaged Property;

       

      (cxxx)  Massachusetts
        Refinanced Mortgage Loans.  No Mortgage Loan secured by a
        Mortgaged Property located in the Commonwealth of Massachusetts was made
        to pay
        off or refinance an existing loan or other debt of the related borrower (as
        the
        term “borrower” is defined in the regulations promulgated by the Massachusetts
        Secretary of State in connection with Massachusetts House Bill 4880 (2004))
        unless either (1) (a) the related Mortgage Interest Rate (that would be
        effective once the introductory rate expires, with respect to Adjustable
        Rate
        Mortgage Loans) did or would not exceed by more than 2.25% the yield on United
        States Treasury securities having comparable periods of maturity to the maturity
        of the related Mortgage Loan as of the fifteenth day of the month immediately
        preceding the month in which the application for the extension of credit
        was
        received by the related lender or (b) the Mortgage Loan is an “open-end home
        loan” (as such term is used in the Massachusetts House Bill 4880 (2004)) and the
        related Mortgage Note provides that the related Mortgage Interest Rate may
        not
        exceed at any time the Prime rate index as published in The Wall Street Journal
        plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's
        interest," as documented by a "borrower's interest worksheet" for the particular
        Mortgage Loan, which worksheet incorporates the factors set forth in
        Massachusetts House Bill 4880 (2004) and the regulations promulgated thereunder
        for determining "borrower's interest," and otherwise complies in all material
        respects with the laws of the Commonwealth of Massachusetts;

       

      (cxxxi)  Broker
        Fees. The Mortgagor has not made or caused to be made any payment in the
        nature of an “overage” or “yield spread premium” to a mortgage broker or a like
        Person which has not been fully disclosed to the Mortgagor;

       

      (cxxxii)  Acceptable
        Investment. 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 can reasonably be expected to cause the
        Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
        become delinquent, cause the Mortgage Loan to not be paid in full when due,
        or
        adversely affect the value of the Mortgage Loan;

       

      (cxxxiii)  No
        Notification of Prepayments in Full. The Mortgage Loan was not prepaid in
        full prior to the Closing Date and the Seller has not received notification
        from
        a Mortgagor that a prepayment in full shall be made after the Closing
        Date;

       

      (cxxxiv)  Limitation
        on number of Mortgage Notes per Borrower. No Mortgagor is the obligor on
        more than two Mortgage Notes;

       

      (cxxxv)  Prepayment
        Charges. With respect to any Mortgage Loan that contains a provision
        permitting imposition of a Prepayment Charge upon a Principal Prepayment
        prior
        to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed
        to such Prepayment Charge in exchange for a monetary benefit, including but
        not
        limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage
        Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage
        Loan that did not require payment of a Prepayment Charge and the originator
        of
        the Mortgage Loan had a written policy of offering borrowers, or requiring
        third-party brokers to offer borrowers, the option of obtaining a mortgage
        loan
        that did not require the payment of a Prepayment Charge, (iii) the Prepayment
        Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant
        to
        state and federal law, (iv) for Mortgage Loans originated on or after October
        1,
        2002, the duration of the prepayment period shall not exceed three (3) years
        from the date of the Mortgage Note, unless the Mortgage Loan was modified
        to
        reduce the prepayment period to no more than three years from the date of
        the
        Mortgage Note and the Mortgagor was notified in writing of such reduction
        in the
        prepayment period, (v) no Mortgage Loan originated prior to October 1, 2002
        has
        a Prepayment Charge longer than five years and (vi) notwithstanding any state
        or
        federal law to the contrary, the Seller shall not impose such Prepayment
        Charge
        in any instance when the Mortgage Loan is accelerated or paid off in connection
        with the workout of a delinquent mortgage or due to the Mortgagor’s
        default.  Each Prepayment Charge is permissible, collectable and
        enforceable.

       

      (cxxxvi)  No
        Predatory Lending. No predatory, abusive or deceptive lending practices,
        including but not limited to, the extension of credit to a Mortgagor without
        regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension
        of credit to a Mortgagor which has no tangible net benefit to the Mortgagor,
        were employed in connection with the origination of the Mortgage
        Loan.  Each Mortgage Loan is in compliance with the anti-predatory
        lending eligibility for purchase requirements of Fannie Mae’s Selling Guide. No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, unless at the time of the Mortgage Loan’s
        origination, such Mortgagor did not qualify taking into account credit history
        and debt to income ratios for a lower cost credit product then offered by
        the
        Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
        originator.  If, at the time of the related loan application, the
        Mortgagor may have qualified for a lower cost credit product then offered
        by any
        mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      (cxxxvii)  Underwriting
        Methodology. The methodology used in underwriting the extension of credit
        for each Mortgage Loan did not rely solely on the extent of the
        Mortgagor’s equity in the collateral as the principal determining factor in
        approving such extension of credit. The methodology employed objective criteria
        such as the Mortgagor’s income, assets and liabilities, to the proposed
        mortgage payment and, based on such methodology, the Mortgage Loan’s originator
        made a reasonable determination that at the time of origination the Mortgagor
        had the ability to make timely payments on the Mortgage Loan;

       

      (cxxxviii)  Points
        and Fees Disclosed. All points, fees and charges, including finance charges
        (whether or not financed, assessed, collected or to be collected), in connection
        with the origination and servicing of any Mortgage Loan were disclosed in
        writing to the related Mortgagor in accordance with state and federal laws
        and
        regulations and no related 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 such loan or (2) $1,000.  For the purposes of this
        representation, “points and fees” (a) include origination, underwriting, broker
        and finder’s fees and charges that the lender imposed as a condition of making
        the Mortgage Loan, whether they are paid to the lender or a third party;
        and (b)
        exclude bona fide discount points, fees paid for actual services rendered
        in
        connection with the origination of the Mortgage Loan (such as attorneys’ fees,
        notaries fees and fees paid for property appraisals, credit reports, surveys,
        title examinations and extracts, flood and tax certifications, and home
        inspections) and the cost of mortgage insurance or credit-risk price
        adjustments; the costs of title, hazard, and flood insurance policies; state
        and
        local transfer taxes or fees; escrow deposits for the future payment of taxes
        and insurance premiums; and other miscellaneous fees and charges, which
        miscellaneous fees and charges in total, do not exceed 0.25 percent of the
        loan
        amount);

       

      (cxxxix)  Full
        File Credit Reporting (Fannie Mae). The Seller will transmit full-file
        credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
        Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report
        one
        of the following statuses each month as follows: new origination, current,
        delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

       

      (cxl)  No
        Credit Life Policies. No Mortgagor was required to purchase any single
        premium credit insurance policy (e.g. life, mortgage, disability, accident,
        unemployment, property or health insurance product) or debt cancellation
        agreement as a condition of obtaining the extension of credit.  No
        Mortgagor obtained a prepaid single premium credit insurance policy (e.g.
        life,
        mortgage, disability, accident, unemployment, or health insurance product)
        in
        connection with the origination of the Mortgage Loan, and no proceeds from
        any
        Mortgage Loan were used to purchase single-premium credit insurance policies
        or
        debt cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Mortgage Loan;

       

      (cxli)  Full
        File Credit Reporting (Past Practice; Future Practice). The Seller and any
        predecessor servicer has fully furnished, 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 (three of the
        credit repositories) on a monthly basis; and the Seller will 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 Credit Information Company
        (three of the credit repositories), on a monthly basis;

       

      (cxlii)  No
        Arbitration. With respect to each Mortgage Loan, neither the related
        Mortgage nor the related Mortgage Note requires the Mortgagor to submit to
        arbitration to resolve any dispute arising out of or relating in any way
        to the
        Mortgage Loan;  No Mortgagor agreed to submit to arbitration to
        resolve any dispute arising out of or relating in any way to the Mortgage
        Loan;

       

      (cxliii)  Credit
        Score.  Each Mortgage Loan has a valid and original Credit Score,
        with a minimum Credit Score as set forth in the Confirmation;

       

      (cxliv)  Illinois.  With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged
        Property in the State of Illinois which has a Mortgage Interest Rate in excess
        of 8.0% per annum has lender-imposed fees (or other charges) in excess of
        3.0%
        of the original principal balance of the Mortgage Loan;

       

      (cxlv)  Ohio
        Consumer Sales Practices Act.  No Mortgage Loan secured by a
        Mortgaged Property in the State of Ohio which closed on or after January
        1, 2007
        was originated pursuant to a no income/no asset documentation program or
        any
        other program pursuant to which the related Mortgagor was not required to
        disclose income. Each Mortgage Loan secured by a Mortgaged Property in the
        State
        of Ohio which closed on or after January 1, 2007, was originated in compliance
        with the Ohio Consumer Sales Practices Act (Oh. Rev. Stat. 1345.01 et seq.)
        and
        the regulations promulgated thereunder and was made only after reasonable
        and
        appropriate methods were used to determine the borrower's repayment ability,
        including without limitation, employment verification for stated income loans,
        which have been properly documented and verified.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        J

      


      Representation
        and Warranties with Respect to the SunTrust Mortgage Loans

      


      Except
        for “Mortgage Loans”, which shall mean the SunTrust Mortgage Loans sold by the
        Seller to the Purchaser, all capitalized terms in this Exhibit J shall have
        the
        meanings ascribed to them in the SunTrust Purchase Agreement.

      


      (i)     The
        information set forth in the related Mortgage Loan Schedule is complete,
        true
        and correct;

       

      (ii)               The
        Mortgage
        Loan is in compliance with all requirements set forth in the related
        Confirmation, and the characteristics of the related Mortgage Loan Package
        as
        set forth in the related Confirmation are true and correct;

       

      (iii)               All
        payments
        required to be made up to the close of business on the Closing Date for such
        Mortgage Loan under the terms of the Mortgage Note have been made; the Seller
        has not advanced funds, or induced, solicited or knowingly received any advance
        of funds from a party other than the owner of the related Mortgaged Property,
        directly or indirectly, for the payment of any amount required by the Mortgage
        Note or Mortgage; and there has been no delinquency, exclusive of any period
        of
        grace, in any payment by the Mortgagor thereunder since the origination of
        the
        Mortgage Loan;

       

      (iv)               There
        are no
        delinquent taxes, ground rents, water charges, sewer rents, assessments,
        insurance premiums, leasehold payments, including assessments payable in
        future
        installments or other outstanding charges affecting the related Mortgaged
        Property;

       

      (v)               The
        terms of
        the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office if necessary to maintain the lien priority
        of
        the Mortgage, and which have been delivered to the Custodian; the substance
        of
        any such waiver, alteration or modification has been approved by the insurer
        under the Primary Insurance Policy, if any, and the title insurer, to the
        extent
        required by the related policy, and is reflected on the related Mortgage
        Loan
        Schedule. No instrument of waiver, alteration or modification has been executed,
        and no Mortgagor has been released, in whole or in part, except in connection
        with an assumption agreement approved by the insurer under the Primary Insurance
        Policy, if any, the title insurer, to the extent required by the policy,
        and
        which assumption agreement has been delivered to the Custodian and the terms
        of
        which are reflected in the related Mortgage Loan Schedule;

       

      (vi)               The
        Mortgage
        Note and the Mortgage are not subject to any right of rescission, reformation,
        set off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and/or the Mortgage, or
        the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, reformation, set off,
        counterclaim or defense, including the defense of usury and no such right
        of
        rescission, reformation, set off, counterclaim or defense has been asserted
        with
        respect thereto, and there is no basis for the Mortgage Loan to be modified
        or
        reformed without the consent of the Mortgagor under applicable
        law.  Each Prepayment Charge or penalty with respect to any Mortgage
        Loan is permissible, enforceable and collectible under applicable federal,
        state
        and local law;

       

      (vii)               All
        buildings
        upon the Mortgaged Property are insured by an insurer acceptable to FNMA
        and
        FHLMC against loss by fire, hazards of extended coverage 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 the Servicing
        Addendum.  All such insurance policies contain a standard mortgagee
        clause naming the Seller, its successors and assigns as mortgagee and all
        premiums thereon have been paid.  If the Mortgaged Property is in an
        area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
        by the
        Federal Emergency Management Agency as having special flood hazards (and
        such
        flood insurance has been made available) a flood insurance policy meeting
        the
        requirements of the current guidelines of the Federal Insurance Administration
        is in effect which policy conforms to the requirements of FNMA and FHLMC.
        The
        Mortgage obligates the Mortgagor thereunder to maintain all such insurance
        at
        the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
        authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s
        cost and expense and to seek reimbursement therefor from the
        Mortgagor;

       

      (viii)                      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, fair housing, disclosure laws
        and
        all predatory, abusive and fair lending laws applicable to the origination
        and
        servicing of mortgage loans of a type similar to the Mortgage Loans have
        been
        complied with and the consummation of the transactions contemplated hereby
        will
        not involve the violation of any such laws, and the Seller shall maintain
        in its
        possession, available for the inspection of the Purchaser or its designee,
        and
        shall deliver to the Purchaser or its designee, upon two Business Days’ request,
        evidence of compliance with such requirements;

       

      (ix)               The
        Mortgage
        has not been satisfied, cancelled, 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, cancellation, subordination, rescission or
        release;

       

      (x)               The
        related
        Mortgage is properly recorded and is a valid, existing and enforceable (A)
        first
        lien and first priority security interest with respect to each Mortgage Loan
        which is indicated by the Seller to be a First Lien (as reflected on the
        Mortgage Loan Schedule), or (B) second lien and second priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
        case,
        on the Mortgaged Property, including all improvements on the Mortgaged Property
        subject only to (a) the lien of current real property taxes and assessments
        not
        yet due and payable, (b) covenants, conditions and restrictions, rights of
        way,
        easements and other matters of the public record as of the date of recording
        being 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 which do not adversely affect the Appraised Value
        of
        the Mortgaged Property, (c) 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 and (d) with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule) a First Lien on the 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, existing and enforceable (A) first lien
        and
        first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      (xi)               The
        Mortgage
        Note and the related Mortgage are genuine and each is the legal, valid and
        binding obligation of the maker thereof, enforceable in accordance with its
        terms;

       

      (xii)               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.  The Mortgagor is a natural person;

       

      (xiii)                      The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with.  All costs, fees and expenses incurred in making
        or closing the Mortgage Loan and the recording of the Mortgage have been
        paid,
        and the Mortgagor is not entitled to any refund of any amounts paid or due
        to
        the Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xiv)                      The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage.  The Seller has full right and authority under all
        governmental and regulatory bodies having jurisdiction over such Seller,
        subject
        to no interest or participation of, or agreement with, any party, to transfer
        and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free
        and
        clear of any encumbrance or right of others, equity, lien, pledge, charge,
        mortgage, claim, participation interest or security interest of any nature
        (collectively, a “Lien”); and immediately upon the transfers and assignments
        herein contemplated, the Seller shall have transferred and sold all of its
        right, title and interest in and to each Mortgage Loan and the Purchaser
        will
        hold good, marketable and indefeasible title to, and be the owner of, each
        Mortgage Loan subject to no Lien;

       

      (xv)               All
        parties
        which have had any interest in the Mortgage Loan, whether as originator,
        mortgagee, assignee, pledgee or otherwise, are (or, during the period in
        which
        they held and disposed of such interest, were): (A) organized under the laws
        of
        such state, or (B) qualified to do business in such state, or (C) federal
        savings and loan associations or national banks having principal offices
        in such
        state, or (D) not doing business in such state so as to require qualification
        or
        licensing, or (E) not otherwise required to be licensed in such
        state.  All parties which have had any interest in the Mortgage Loan
        were in compliance with any and all applicable “doing business” and licensing
        requirements of the laws of the state wherein the Mortgaged Property is located
        or were not required to be licensed in such state;

       

      (xvi)                      The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
        lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
        of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
        in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
        FNMA
        and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
        Property is located, insuring (subject to the exceptions contained above
        in
        (x)(a) and (b) and, with respect to each Mortgage Loan which is indicated
        by the
        Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan
        Schedule) clause (d)) the Seller, its successors and assigns as to the first
        priority lien of the Mortgage in the original principal amount of the Mortgage
        Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
        loss by
        reason of the invalidity or unenforceability of the lien resulting from the
        provisions of the Mortgage providing for adjustment in the Mortgage Interest
        Rate and Monthly Payment.  Additionally, such lender’s title insurance
        policy affirmatively insures ingress and egress to and from the Mortgaged
        Property, and against encroachments by or upon the Mortgaged Property or
        any
        interest therein.  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 full 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
        related Mortgage, including the Seller, has done, by act or omission, anything
        which would impair the coverage of such lender’s title insurance
        policy;

       

      (xvii)                      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 the Seller has not
        waived any default, breach, violation or event of acceleration;With respect
        to
        each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan (as reflected on the Final Mortgage Loan Schedule) (i) the First Lien
        is in
        full force and effect, (ii) there is no default, breach, violation or event
        of
        acceleration existing under such First Lien mortgage or the related mortgage
        note, (iii) 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 thereunder, and either (A) the First Lien
        mortgage contains a provision which 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;

       

      (xviii)                      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 law could give
        rise
        to such lien) affecting the related Mortgaged Property which are or may be
        liens
        prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xix)                      All
        improvements which were considered in determining the Appraised Value of
        the
        related 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;

       

      (xx)               The
        Mortgage
        Loan was originated by the Seller or by a savings and loan association, a
        savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD.

       

      (xxi)                      Payments
        on the Mortgage Loan shall commence (with respect to any newly originated
        Mortgage Loans) or commenced no more than sixty days after the proceeds of
        the
        Mortgage Loan were disbursed.  The Mortgage Loan bears interest at the
        Mortgage Interest Rate.  With respect to each Mortgage Loan, the
        Mortgage Note is payable on the first day of each month in Monthly Payments,
        which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
        amortize the original principal balance over the original term thereof (other
        than with respect to a Mortgage Loan identified on the related Mortgage Loan
        Schedule as an interest-only Mortgage Loan during the interest-only period)
        and
        to pay interest at the related Mortgage Interest Rate, and (B) in the case
        of an
        Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
        any
        case, are sufficient to fully amortize the original principal balance over
        the
        original term thereof and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed the period specified on the Mortgage
        Loan Schedule and following the expiration of such interest-only period,
        the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  The
        Mortgage Note does not permit negative amortization.  No Mortgage Loan
        is a Convertible Mortgage Loan;

       

      (xxii)                      The
        origination, servicing and collection practices used by the Seller with respect
        to each Mortgage Note and Mortgage, including without limitation the
        establishment, maintenance and servicing of the Escrow Accounts and Escrow
        Payments, if any, since origination have been in all respects legal, proper,
        prudent and customary in the mortgage origination and servicing
        industry.  The Mortgage Loan has been serviced by the Seller and any
        predecessor servicer in accordance with all applicable laws, rules and
        regulations, the terms of the Mortgage Note and Mortgage, and the FNMA and
        FHLMC
        servicing guides.  With respect to any Mortgage Loan which provides
        for an adjustable interest rate, all rate adjustments have been performed
        in
        accordance with the terms of the related Mortgage Note or subsequent
        modifications, if any. With respect to escrow deposits and Escrow Payments(other
        than with respect to each Mortgage Loan which is indicated by the Seller
        to be a
        Second Lien Mortgage Loan and for which the mortgagee under the First Lien
        is
        collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)),
        if
        any, all such payments are in the possession of, or under the control of,
        the
        Seller and there exist no deficiencies in connection therewith for which
        customary arrangements for repayment thereof have not been made. No escrow
        deposits or Escrow Payments or other charges or payments due the Seller have
        been capitalized under any Mortgage or the related Mortgage Note and no such
        escrow deposits or Escrow Payments are being held by the Seller for any work
        on
        a Mortgaged Property which has not been completed;

       

      (xxiii)                      The
        Mortgaged Property is free of damage and waste and is in good repair, and
        there
        is no proceeding pending or threatened for the total or partial condemnation
        thereof nor is such a proceeding currently occurring;

       

      (xxiv)                      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, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure.  The Mortgaged Property has not been subject to any
        bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
        filed
        for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage. 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;

       

      (xxv)                      The
        Mortgage Loan was underwritten in accordance with the underwriting standards
        of
        the Seller in effect at the time the Mortgage Loan was originated which
        underwriting standards satisfy the standards of FNMA and FHLMC; and the Mortgage
        Note and Mortgage are on forms acceptable to FNMA and FHLMC;

       

      (xxvi)                      The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (x) above;

       

      (xxvii)                      The
        Mortgage File contains an appraisal of the related Mortgaged Property which,
        (a)
        with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
        form
        2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
        Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection,
        and (c) with respect to (a) or (b) above, was made and signed, prior to the
        approval of the Mortgage Loan application, by a qualified appraiser, duly
        appointed by the Seller, who had no interest, direct or indirect in the
        Mortgaged Property or in any loan made on the security thereof, whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan
        and who met the minimum qualifications of FNMA and FHLMC.  Each
        appraisal of the Mortgage Loan was made in accordance with the relevant
        provisions of the Financial Institutions Reform, Recovery, and Enforcement
        Act
        of 1989;

       

      (xxviii)                      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 Purchaser to the trustee under the deed of trust,
        except in connection with a trustee’s sale after default by the
        Mortgagor;

       

      (xxix)                      With
        respect to each Buydown Mortgage Loan:

       

      (a)           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 for the first
        six
        months of the term of such Mortgage Loan at an interest rate of not more
        than
        1.0% less per annum than the Mortgage Interest Rate.  The effective
        interest rate will increase in the seventh month of the Buydown Mortgage
        Loan so
        that the effective interest rate will be equal to the interest rate as set
        forth
        in the related Mortgage Note.

       

      (b)           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 not 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 Mortgaged Property
        when
        calculating the Loan-to-Value Ratios for purposes of this Agreement and,
        if the
        Buydown Funds were provided by the Seller and if required under Agency
        Guidelines, the terms of the Buydown Agreement were disclosed to the appraiser
        of the Mortgaged Property;

       

      (c)           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

       

      (d)           As
        of the date of origination of the Mortgage Loan, the provisions of the related
        Buydown Agreement complied with the requirements of FNMA and FHLMC regarding
        buydown agreements.

       

      (xxx)                      The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (xxxi)                      No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (xxxii)                      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 can reasonably be expected to cause the Mortgage Loan to be
        an
        unacceptable investment, cause the Mortgage Loan to become delinquent, or
        adversely affect the value of the Mortgage Loan;

       

      (xxxiii)                      
        Each Mortgage Loan with an LTV at origination in excess of 80% is and will
        be
        subject to a Primary Insurance Policy, issued by a Qualified Insurer, which
        insures that portion of the Mortgage Loan in excess of the portion of the
        Appraised Value of the Mortgaged Property required by FNMA. All provisions
        of
        such Primary Insurance Policy have been and are being complied with, such
        policy
        is in full force and effect, and all premiums due thereunder have been paid.
        Any
        Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor
        thereunder to maintain such insurance and to pay all premiums and charges
        in
        connection therewith. The Mortgage Interest Rate for the Mortgage Loan does
        not
        include any such insurance premium;

       

      (xxxiv)                      The
        Mortgaged Property is lawfully occupied under applicable law; 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.  No improvement located on or being part of
        any Mortgaged Property is in violation of any applicable zoning and subdivision
        law, ordinance  or regulation;

       

      (xxxv)                      No
        error, omission, misrepresentation, negligence, fraud or similar occurrence
        with
        respect to a Mortgage Loan has taken place on the part of any person, including
        without limitation the Mortgagor, any appraiser, any builder or 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;

       

      (xxxvi)                      The
        Assignment of Mortgage is in recordable form and is acceptable for recording
        under the laws of the jurisdiction in which the Mortgaged Property is
        located;

       

      (xxxvii)                      (xxxi)                      Any
        principal advances made to the Mortgagor prior to the 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 Mortgage Loan Schedule.  The
        lien of the Mortgage securing the consolidated principal amount is expressly
        insured as having (A) first lien priority with respect to each Mortgage Loan
        which is indicated by the Seller to be a First Lien (as reflected on the
        Mortgage Loan Schedule), or (B) second lien priority with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule), in either case, by a title
        insurance policy, an endorsement to the policy insuring the mortgagee’s
        consolidated interest or by other title evidence acceptable to FNMA and
        FHLMC.  The consolidated principal amount does not exceed the original
        principal amount of the Mortgage Loan;

       

      (xxxviii)                      No
        Mortgage Loan has a balloon payment feature;

       

      (xxxix)                      If
        the Residential Dwelling on the Mortgaged Property is a condominium unit
        or a
        unit in a planned unit development (other than a de minimis planned unit
        development) such condominium or planned unit development project meets the
        eligibility requirements of FNMA and FHLMC;

       

      (xl)               No
        Mortgage
        Loan which is a Cash-out Refinancing was originated in the State of
        Texas;

       

      (xli)               The
        source of
        the down payment with respect to each Mortgage Loan has been fully verified
        by
        the Seller;

       

      (xlii)                      Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xliii)                      The
        Mortgaged Property is in material compliance with all applicable environmental
        laws pertaining to environmental hazards including, without limitation,
        asbestos, 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;

       

      (xliv)                      No
        Mortgage Loan is (a) subject to the provisions of the Home Ownership and
        Equity
        Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each such term is defined
        under HOEPA) that equals or exceeds the applicable thresholds defined under
        HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and
        (ii)),
        (b) a “high cost” mortgage loan, “covered” mortgage loan (excluding home loans
        defined as “covered home loans” in the New Jersey Home Ownership Security Act of
        2002 that were originated between November 26, 2003 and July 7, 2004), “high
        risk home” mortgage loan, or “predatory” mortgage loan or any other comparable
        term, no matter how defined under any federal, state or local law, provided
        that
        this determination shall be made with respect to the relevant state or local
        law, regardless of the effect of any available federal preemption, other
        than
        exemptions specifically provided for in the relevant state or local law,
        (c)
        subject to any comparable federal, state or local statutes or regulations,
        or
        any other statute or regulation providing for heightened regulatory scrutiny,
        assignee liability to holders of such mortgage loans or additional legal
        liability for mortgage loans having high interest rates, points and/or fees,
        or
        (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
        in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
        E);

       

      (xlv)                      No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a mortgagor without regard for the mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a mortgagor
        which has no apparent benefit to the mortgagor, were employed in connection
        with
        the origination of the Mortgage Loan;

       

      (xlvi)                      None
        of the proceeds of the Mortgage Loan were used to finance the purchase of
        single
        premium credit life or disability insurance policies or any comparable
        insurance;

       

      (xlvii)                      No
        Mortgagor was required to purchase any single premium credit insurance policy
        (e.g. life, mortgage, disability, accident, unemployment, property or health
        insurance product) or debt cancellation agreement as a condition of obtaining
        the extension of credit.  No Mortgagor obtained a prepaid single
        premium credit insurance policy (e.g. life, mortgage, disability, accident,
        unemployment, or health insurance product) in connection with the origination
        of
        the Mortgage Loan, and no proceeds from any Mortgage Loan were used to purchase
        single-premium credit insurance policies or debt cancellation agreements
        as part
        of the origination of, or as a condition to closing, such Mortgage
        Loan;

       

      (xlviii)                      The
        Mortgage contains an enforceable provision 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;

       

      (xlix)                      The
        Mortgage Loan complies with all applicable consumer credit statutes and
        regulations, including, without limitation, the respective Uniform Consumer
        Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
        Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
        licensed entity, and in all other respects, complies with all of the material
        requirements of any such applicable laws;

       

      (l)               The
        information set forth in the Prepayment Charge Schedule is complete, true
        and
        correct in all material respects and each Prepayment Charge is permissible,
        enforceable and collectable under applicable federal and state law;

       

      (li)               The
        Mortgage
        Loan was not prepaid in full prior to the Closing Date and the Seller has
        not
        received notification from a Mortgagor that a prepayment in full shall be
        made
        after the Closing Date;

       

      (lii)               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
        can be reasonably be expected to cause the mortgage Loan to be an unacceptable
        investment, cause the Mortgage Loan to become delinquent, or adversely affect
        the value of the Mortgage Loan;

       

      (liii)               No
        Mortgage
        Loan is a “home loan” under the Georgia Fair Lending Act, or each Mortgage Loan
        secured by a mortgaged property located in the State of Georgia was originated
        after March 7, 2003;

       

      (liv)               No
        Mortgage
        Loan is secured by cooperative housing, commercial property or mixed use
        property; and

       

      (xlxv)                      Each
        Mortgage Loan is eligible for sale in the secondary market or for inclusion
        in a
        Pass-Through Transfer without unreasonable credit enhancement.

       

      (lvi)               With
        respect
        to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately
        provided on the Mortgage Loan Schedule.  The related Assignment of
        Mortgage to MERS has been duly and properly recorded, or has been delivered
        for
        recording to the applicable recording office;

       

      (lvii)        With
        respect to each
        MOM Loan, Seller has not received any notice of liens or legal actions with
        respect to such Mortgage Loan and no such notices have been electronically
        posted by MERS;

       

      (lviii)                      With
        respect to each Mortgage Loan which is a Second Lien, (i) the related first
        lien
        does not permit negative amortization, and (ii) either no consent for the
        Mortgage Loan is required by the holder of the first lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (lix)               The
        Mortgaged
        Property is located in the state identified in the related Mortgage Loan
        Schedule and is improved by a Residential Dwelling;

       

      (lx)               No
        Mortgage
        Loan had an original term to maturity of more than thirty (30)
        years;

       

      (lxi)               The
        Mortgage
        Loan Documents with respect to each Mortgage Loan subject to Prepayment Charges
        specifically authorizes such Prepayment Charges to be collected, such Prepayment
        Charges are permissible and enforceable in accordance with the terms of the
        related Mortgage Loan Documents and all applicable federal, state and local
        laws
        (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) and each Prepayment Charge
        was
        originated in compliance with all applicable federal, state and local
        laws;

       

      (lxii)                      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, has conducted the requisite due diligence in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations;

       

      (lxiii)                      The
        sale or transfer of the Mortgage Loan by the Seller complies with all applicable
        federal, state, and local laws, rules, and regulations governing such sale
        or
        transfer, including, without limitation, the Fair and Accurate Credit
        Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
        amended from time to time, and the Seller has not received any actual or
        constructive notice of any identity theft, fraud, or other misrepresentation
        in
        connection with such Mortgage Loan or any party thereto;

       

      (lxiv)                      Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1);

       

      (lxv)                      The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (xi) above;

       

      (lxvi)                      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;

       

      (lxvii)                      Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded,
        or are
        in the process of being recorded, in the appropriate jurisdictions wherein
        such
        recordation is necessary to perfect the lien thereof as against creditors
        of the
        Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
        Assignment of Mortgage is in recordable form (except for the name of the
        assignee which is blank) and is acceptable for recording under the laws of
        the
        jurisdiction in which the Mortgaged Property is located;

       

      (lxviii)                      Each
        Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
        50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
        originated in compliance with the provisions of Article XVI, Section 50(a)(6)
        of
        the Texas Constitution, Texas Civil Statutes and the Texas Finance
        Code.  With respect to each Texas Refinance Loan that is a Cash Out
        Refinancing, the related Mortgage Loan Documents state that the Mortgagor
        may
        prepay such Texas Refinance Loan in whole or in part without incurring a
        Prepayment Charge.  The Seller does not collect any such Prepayment
        Charges in connection with any such Texas Refinance Loan;

       

      (lxix)                      The
        Seller shall, at its own expense, cause each Mortgage Loan to be covered
        by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
        designee at no cost to the Purchaser or its designee; provided however, that
        if
        the Seller fails to purchase such Tax Service Contract, the Seller shall
        be
        required to reimburse the Purchaser for all costs and expenses incurred by
        the
        Purchaser in connection with the purchase of any such Tax Service
        Contract;

       

      (lxx)                      Each
        Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
        is assignable to the Purchaser or its designee at no cost to the Purchaser
        or
        its designee or, for each Mortgage Loan not covered by such Flood Zone Service
        Contract, the Seller agrees to purchase such Flood Zone Service
        Contract;

       

      (lxxi)                      Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Confirmation;

       

      (lxxii)                      No
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia;

       

      (lxxiii)                      No
        Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
        hundred percent of the amount financed of any purchase money Second Lien
        Mortgage Loan subject to the NJ Act was used for the purchase of the related
        Mortgaged Property;

       

      (lxxiv)                      With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
        Mortgage Property located in the State of Illinois is in violation of the
        provisions of the Illinois Interest Act, including Section 4.1a which provides
        that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
        per
        annum has lender-imposed fees (or other charges) in excess of 3.0% of the
        original principal balance of the Mortgage Loan;

       

      (lxxv)                      No
        Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
        as
        a lessee under a ground lease of the related Mortgaged Property;

       

      (lxxvi)                      No
        Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
        of
        Massachusetts was made to pay off or refinance an existing loan or other
        debt of
        the related borrower (as the term “borrower” is defined in the regulations
        promulgated by the Massachusetts Secretary of State in connection with
        Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
        Interest Rate (that would be effective once the introductory rate expires,
        with
        respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
        than
        2.25% the yield on United States Treasury securities having comparable periods
        of maturity to the maturity of the related Mortgage Loan as of the fifteenth
        day
        of the month immediately preceding the month in which the application for
        the
        extension of credit was received by the related lender or (b) the Mortgage
        Loan
        is an “open-end home loan” (as such term is used in the Massachusetts House Bill
        4880 (2004)) and the related Mortgage Note provides that the related Mortgage
        Interest Rate may not exceed at any time the Prime rate index as published
        in
        The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
        Loan
        is in the "borrower's interest," as documented by a "borrower's interest
        worksheet" for the particular Mortgage Loan, which worksheet incorporates
        the
        factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
        promulgated thereunder for determining "borrower's interest," and otherwise
        complies in all material respects with the laws of the Commonwealth of
        Massachusetts;

       

      (lxxvii)                      The
        Mortgagor has not made or caused to be made any payment in the nature of
        an
“average” or “yield spread premium” to a mortgage broker or a like Person which
        has not been fully disclosed to the Mortgagor;

       

      (lxxviii)                      [Reserved];

       

      (lxxix)                      With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
        to
        the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
        in exchange for a monetary benefit, including but not limited to a Mortgage
        Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
        the Mortgagor was offered the option of obtaining a Mortgage Loan that did
        not
        require payment of a Prepayment Charge and the originator of the Mortgage
        Loan
        had a written policy of offering borrowers, or requiring third-party brokers
        to
        offer borrowers, the option of obtaining a mortgage loan that did not require
        the payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
        to
        the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
        and
        federal law, (iv) for Mortgage Loans originated on or after October 1, 2002,
        the
        duration of the prepayment period shall not exceed three (3) years from the
        date
        of the Mortgage Note, unless the Mortgage Loan was modified to reduce the
        prepayment period to no more than three years from the date of the Mortgage
        Note
        and the Mortgagor was notified in writing of such reduction in the prepayment
        period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
        Prepayment Charge longer than five years and (vi) notwithstanding any state
        or
        federal law to the contrary, the Seller shall not impose such Prepayment
        Charge
        in any instance when the Mortgage Loan is accelerated or paid off in connection
        with the workout of a delinquent mortgage or due to the Mortgagor’s
        default.  Each Prepayment Charge is permissible, collectable and
        enforceable;

       

      (lxxx)                      No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a Mortgagor without regard for the Mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
        which has no tangible net benefit to the Mortgagor, were employed in connection
        with the origination of the Mortgage Loan.  Each Mortgage Loan is in
        compliance with the anti-predatory lending eligibility for purchase requirements
        of FNMA’s Selling Guide. No Mortgagor was encouraged or required to select a
        Mortgage Loan product offered by the Mortgage Loan’s originator which is a
        higher cost product designed for less creditworthy borrowers, unless at the
        time
        of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
        account credit history and debt to income ratios for a lower cost credit
        product
        then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
        Loan’s originator.  If, at the time of the related loan application,
        the Mortgagor may have qualified for a lower cost credit product then offered
        by
        any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      (lxxxi)                      The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        did not rely solely on the extent of the Mortgagor’s equity in the collateral as
        the principal determining factor in approving such extension of credit. The
        methodology employed objective criteria such as the Mortgagor’s income, assets
        and liabilities, to the proposed mortgage payment and, based on such
        methodology, the Mortgage Loan’s originator made a reasonable determination that
        at the time of origination the Mortgagor had the ability to make timely payments
        on the Mortgage Loan;

       

      (lxxxii)                      All
        points, fees and charges, including finance charges (whether or not financed,
        assessed, collected or to be collected), in connection with the origination
        and
        servicing of any Mortgage Loan were disclosed in writing to the related
        Mortgagor in accordance with applicable state and federal laws and regulations
        and no related 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
        such
        loan or (2) $1,000.  For the purposes of this representation, “points
        and fees” (a) include origination, underwriting, broker and finder’s fees and
        charges that the lender imposed as a condition of making the Mortgage Loan,
        whether they are paid to the lender or a third party; and (b) exclude bona
        fide
        discount points, fees paid for actual services rendered in connection with
        the
        origination of the Mortgage Loan (such as attorneys’ fees, notaries fees and
        fees paid for property appraisals, credit reports, surveys, title examinations
        and extracts, flood and tax certifications, and home inspections) and the
        cost
        of mortgage insurance or credit-risk price adjustments; the costs of title,
        hazard, and flood insurance policies; state and local transfer taxes or fees;
        escrow deposits for the future payment of taxes and insurance premiums; and
        other miscellaneous fees and charges, which miscellaneous fees and charges
        in
        total, do not exceed 0.25 percent of the loan amount);

       

      (lxxxiii)                      The
        Seller will transmit full-file credit reporting data for each Mortgage Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Seller agrees it shall report one of the following statuses each month as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (lxxxiv)                      No
        Mortgagor was required to purchase any single premium credit insurance policy
        (e.g. life, mortgage, disability, accident, unemployment, property or health
        insurance product) or debt cancellation agreement as a condition of obtaining
        the extension of credit.  No Mortgagor obtained a prepaid single
        premium credit insurance policy (e.g. life, mortgage, disability, accident,
        unemployment, property or health insurance product) in connection with the
        origination of the Mortgage Loan, and no proceeds from any Mortgage Loan
        were
        used to purchase single-premium credit insurance policies or debt cancellation
        agreements as part of the origination of, or as a condition to closing, such
        Mortgage Loan;

       

      (lxxxv)                      The
        Seller and any predecessor servicer has fully furnished, 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 (three
        of
        the credit repositories) on a monthly basis; and the Seller will 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 Credit Information
        Company (three of the credit repositories), on a monthly basis;

       

      (lxxxvi)                      With
        respect to each Mortgage Loan, neither the related Mortgage nor the related
        Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the Mortgage Loan
        transaction;  No Mortgagor agreed to submit to arbitration to resolve
        any dispute arising out of or relating in any way to the Mortgage Loan
        transaction; and

       

      (lxxxvii)                      The
        Seller has no knowledge of any condition or circumstance relating to such
        Mortgage Loan that would indicate that the current Appraised Value of the
        Mortgaged Property is less than the Appraised Value at the origination of
        such
        Mortgage Loan.

       

      (lxxxviii)                      No
        Mortgage Loan secured by a Mortgaged Property in the State of Ohio which
        closed
        on or after January 1, 2007 was originated pursuant to a no income/no asset
        documentation program or any other program pursuant to which the related
        Mortgagor was not required to disclose income. Each Mortgage Loan secured
        by a
        Mortgaged Property in the State of Ohio which closed on or after January
        1,
        2007, was originated in compliance with the Ohio Consumer Sales Practices
        Act
        (Oh. Rev. Stat. 1345.01 et seq.) and the regulations promulgated thereunder
        and
        was made only after reasonable and appropriate methods were used to determine
        the borrower's repayment ability, including without limitation, employment
        verification for stated income loans, which have been properly documented
        and
        verified;

       

      (lxxxix)                      Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded,
        or are
        in the process of being recorded, in the appropriate jurisdictions wherein
        such
        recordation is necessary to perfect the lien thereof as against creditors
        of the
        Seller;

       

      (xc)               No
        Mortgage
        Loan is secured by real property or secured by a manufactured home located
        in
        the state of Georgia unless (x) such Mortgage Loan was originated prior to
        October 1, 2002 or after March 6, 2003, or (y) the property securing the
        Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor’s
        principal dwelling.  No Mortgage Loan is a “High Cost Home Loan ” as
        defined in the Georgia Fair Lending Act, as amended (the “Georgia
        Act”).   Each Mortgage Loan that is a “Home Loan” under the
        Georgia Act complies with all applicable provisions of the Georgia Act. No
        Mortgage Loan secured by owner occupied real property or an owner occupied
        manufactured home located in the State of Georgia was originated (or modified)
        on or after October 1, 2002 through and including March 6, 2003;
        and

       

      (xci)                      No
        Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act.  No Mortgage Loan is a
“High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case, as
        defined in the New Jersey Home Ownership Act effective November 27, 2003
        (N.J.S.A. 46;10B-22 et seq.).

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        K

      


      Representation
        and Warranties with Respect to the Taylor Bean Mortgage
        Loans

      


      Except
        for “Mortgage Loans”, which shall mean the Taylor Bean Mortgage Loans sold by
        the Seller to the Purchaser, all capitalized terms in this Exhibit K shall
        have
        the meanings ascribed to them in the Taylor Bean Purchase
        Agreement.

      


      (i)  Mortgage
        Loans as Described.  The information set forth in the related
        Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser
        in
        the Data File is complete, true and correct. The Mortgage Loan is in compliance
        with all requirements set forth in the related Confirmation, and the
        characteristics of the related Mortgage Loan Package as set forth in the
        related
        Confirmation are true and correct;

       

      (ii)  Payments
        Current. All payments required to be made up to the close of business on the
        Closing Date for such Mortgage Loan under the terms of the Mortgage Note
        have
        been made; the Seller has not advanced funds, or induced, solicited or knowingly
        received any advance of funds from a party other than the owner of the related
        Mortgaged Property, directly or indirectly, for the payment of any amount
        required by the Mortgage Note or Mortgage.  There has been no
        delinquency, exclusive of any period of grace, in any payment by the Mortgagor
        thereunder since the origination of the Mortgage Loan;

       

      (iii)  No
        Outstanding Charges. There are no delinquent taxes, ground rents, water
        charges, sewer rents, assessments, insurance premiums, leasehold payments,
        including assessments payable in future installments or other outstanding
        charges affecting the related Mortgaged Property;

       

      (iv)  Location
        and Type of Mortgaged Property. The Mortgaged Property is located in the
        state identified in the related Mortgage Loan Schedule and is improved by
        a
        Residential Dwelling;

       

      (v)  Original
        Terms Unmodified. The terms of the Mortgage Note and the Mortgage have not
        been impaired, waived, altered or modified in any respect, except by written
        instruments, recorded in the applicable public recording office or registered
        with the MERS System if necessary to maintain the lien priority of the Mortgage,
        and which have been delivered to the Purchaser; the substance of any such
        waiver, alteration or modification has been approved by the insurer under
        the
        Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to
        the
        extent required by the related policy, and is reflected on the related Mortgage
        Loan Schedule. No instrument of waiver, alteration or modification has been
        executed, and no Mortgagor has been released, in whole or in part, except
        in
        connection with an assumption agreement approved by the insurer under the
        Primary Insurance Policy or LPMI Policy, if any, the title insurer, to the
        extent required by the policy, and which assumption agreement has been delivered
        to the Purchaser and the terms of which are reflected in the related Mortgage
        Loan Schedule;

       

      (vi)  No
        Defenses.  The Mortgage Note and the Mortgage are not subject to
        any right of rescission, set off, counterclaim or defense, including the
        defense
        of usury, nor will the operation of any of the terms of the Mortgage Note
        and/or
        the Mortgage, or the exercise of any right thereunder, render the Mortgage
        unenforceable, in whole or in part, or subject to any right of rescission,
        set
        off, counterclaim or defense, including the defense of usury and no such
        right
        of rescission, set off, counterclaim or defense has been asserted with respect
        thereto;

       

      (vii)  Conformance
        with Underwriting Guidelines and Agency Standards. The Mortgage Loan was
        underwritten in accordance with the Underwriting Guidelines of the Seller
        in
        effect at the time the Mortgage Loan was originated; and the Mortgage Note
        and
        Mortgage are on forms acceptable to Fannie Mae and Freddie Mac;

       

      (viii)  Hazard
        Insurance. All buildings upon the Mortgaged Property are insured by a
        Qualified Insurer acceptable to Fannie Mae and Freddie Mac against loss by
        fire,
        hazards of extended coverage and such other hazards as are customary in the
        area
        where the Mortgaged Property is located, in an amount not less than the lesser
        of (i) 100% of the replacement cost of all improvements to the Mortgaged
        Property and (ii) either (A) the outstanding principal balance of the Mortgage
        Loan with respect to each first lien Mortgage Loan or (B) with respect to
        each
        Second Lien Mortgage Loan, the sum of the outstanding principal balance of
        the
        related first lien mortgage loan and the outstanding principal balance of
        the
        Second Lien Mortgage Loan; provided, however, in no event shall the amount
        of
        insurance be less than the amount necessary to avoid the operation of any
        co-insurance provisions with respect to the Mortgaged Property. All such
        insurance policies contain a standard mortgagee clause naming the Seller,
        its
        successors and assigns as mortgagee and all premiums thereon have been
        paid.  If the Mortgaged Property is in an area identified on a Flood
        Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
        Management Agency as having special flood hazards (and such flood insurance
        has
        been made available) a flood insurance policy meeting the requirements of
        the
        current guidelines of the Federal Insurance Administration is in effect which
        policy conforms to the requirements of Fannie Mae and Freddie
        Mac.  The Mortgage obligates the Mortgagor thereunder to maintain all
        such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
        failure to do so, authorizes the holder of the Mortgage to maintain such
        insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
        from the Mortgagor;

       

      (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,
        fair housing, disclosure laws or all predatory and abusive lending laws
        applicable to the origination and servicing of mortgage loans of a type similar
        to the Mortgage Loans have been complied with and the consummation of the
        transactions contemplated hereby will not involve the violation of any such
        laws, and the Seller shall maintain in its possession, available for the
        inspection of the Purchaser or its designee, and shall deliver to the Purchaser
        or its designee, upon two Business Days’ request, evidence of compliance with
        such requirements;

       

      (x)  No
        Satisfaction of Mortgage. The Mortgage has not been satisfied, cancelled,
        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,
        cancellation, subordination, rescission or release;

       

      (xi)  Valid
        Lien. The related Mortgage is properly recorded and is a valid, existing
        and
        enforceable (A) first lien and first priority security interest with respect
        to
        each Mortgage Loan which is indicated by the Seller to be a First Lien (as
        reflected on the Mortgage Loan Schedule), or (B) second lien and second priority
        security interest with respect to each Mortgage Loan which is indicated by
        the
        Seller to be a Second Lien (as reflected on the Mortgage Loan Schedule),
        in
        either case, on the Mortgaged Property, including all improvements on the
        Mortgaged Property subject only to (a) the lien of current real property
        taxes
        and assessments not yet due and payable, (b) covenants, conditions and
        restrictions, rights of way, easements and other matters of the public record
        as
        of the date of recording being 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 which do not adversely
        affect the Appraised Value of the Mortgaged Property, (c) 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 and (d)
        with
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien
        on
        the 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, existing and enforceable (A) first
        lien
        and first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      (xii)  Validity
        of Mortgage Loan Documents. The Mortgage Note and the related Mortgage are
        genuine and each is the legal, valid and binding obligation of the maker
        thereof, enforceable in accordance with its terms;

       

      (xiii)  Legal
        Capacity. 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.  The Mortgagor is a natural
        person;

       

      (xiv)  Full
        Disbursement of Proceeds. The proceeds of the Mortgage Loan have been fully
        disbursed to or for the account of the Mortgagor and there is no obligation
        for
        the Mortgagee to advance additional funds thereunder and any and all
        requirements as to completion of any on-site or off-site improvement and
        as to
        disbursements of any escrow funds therefor have been complied
        with.  All costs, fees and expenses incurred in making or closing the
        Mortgage Loan and the recording of the Mortgage have been paid, and the
        Mortgagor is not entitled to any refund of any amounts paid or due to the
        Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xv)  Ownership.
        The Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note and the Mortgage.  The Seller has full right and authority under
        all governmental and regulatory bodies having jurisdiction over such Seller,
        subject to no interest or participation of, or agreement with, any party,
        to
        transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement
        free and clear of any encumbrance or right of others, equity, lien, pledge,
        charge, mortgage, claim, participation interest or security interest of any
        nature (collectively, a “Lien”); and immediately upon the transfers and
        assignments herein contemplated, the Seller shall have transferred and sold
        all
        of its right, title and interest in and to each Mortgage Loan and the Purchaser
        will hold good, marketable and indefeasible title to, and be the owner of,
        each
        Mortgage Loan subject to no Lien;

       

      (xvi)  Doing
        Business. All parties which have had any interest in the Mortgage Loan,
        whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
        during the period in which they held and disposed of such interest, were):
        (A)
        organized under the laws of such state, or (B) qualified to do business in
        such
        state, or (C) federal savings and loan associations or national banks having
        principal offices in such state, or (D) not doing business in such state
        so as
        to require qualification or licensing, or (E) not otherwise required to be
        licensed in such state.  All parties which have had any interest in
        the Mortgage Loan were in compliance with any and all applicable “doing
        business” and licensing requirements of the laws of the state wherein the
        Mortgaged Property is located or were not required to be licensed in such
        state;

       

      (xvii)  Title
        Insurance. The Mortgage Loan is covered by an American Land Title
        Association (“ALTA”) ALTA lender’s title insurance policy acceptable to Fannie
        Mae and Freddie Mac (which, in the case of an Adjustable Rate Mortgage Loan
        has
        an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1),
        issued
        by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified
        to do
        business in the jurisdiction where the Mortgaged Property is located, insuring
        (subject to the exceptions contained above in (xi)(a) and (b) and, with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the
        Seller, its successors and assigns as to the first priority lien of the Mortgage
        in the original principal amount of the Mortgage Loan and, with respect to
        any
        Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
        or
        unenforceability of the lien resulting from the provisions of the Mortgage
        providing for adjustment in the Mortgage Interest Rate and Monthly
        Payment.  Additionally, such lender’s title insurance policy
        affirmatively insures ingress and egress to and from the Mortgaged Property,
        and
        against encroachments by or upon the Mortgaged Property or any interest
        therein.  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 full 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 related
        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
        the
        Seller has not waived any default, breach, violation or event of
        acceleration.  With respect to each Mortgage Loan which is indicated
        by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
        Loan Schedule) (i) the First Lien is in full force and effect, (ii) there
        is no
        default, breach, violation or event of acceleration existing under such First
        Lien mortgage or the related mortgage note, (iii) 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
        thereunder, and either (A) the First Lien mortgage contains a provision which
        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;

       

      (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 law could give rise to such lien) affecting the related Mortgaged Property
        which are or may be liens prior to, or equal or coordinate with, the lien
        of the
        related Mortgage;

       

      (xx)  Origination.
        The Mortgage Loan was originated by the Seller or by a savings and loan
        association, a savings bank, a commercial bank or similar banking institution
        which is supervised and examined by a federal or state authority, or by a
        mortgagee approved as such by the Secretary of HUD;

       

      (xxi)  Payment
        Terms. Payments on the Mortgage Loan shall commence (with respect to any
        newly originated Mortgage Loans) or commenced no more than sixty days after
        the
        proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
        interest at the Mortgage Interest Rate.  With respect to each Mortgage
        Loan, the Mortgage Note is payable on the first day of each month in Monthly
        Payments, which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient
        to fully amortize the original principal balance over the original term thereof
        (other than with respect to a Mortgage Loan identified on the related Mortgage
        Loan Schedule as an interest-only Mortgage Loan during the interest-only
        period
        or a Mortgage Loan which is identified on the related Mortgage Loan Schedule
        as
        a Balloon Mortgage Loan)  and to pay interest at the related Mortgage
        Interest Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are
        changed on each Adjustment Date, and in any case, are sufficient to fully
        amortize the original principal balance over the original term thereof (other
        than with respect to a Mortgage Loan identified on the related Mortgage Loan
        Schedule as an interest-only Mortgage Loan during the interest-only period
        or a
        Mortgage Loan which is identified on the related Mortgage Loan Schedule as
        a
        Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed the period specified on the Mortgage
        Loan Schedule and following the expiration of such interest-only period,
        the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  With
        respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
        payment which is sufficient to fully amortize the original principal balance
        over the original term thereof and to pay interest at the related Mortgage
        Interest Rate and requires a final Monthly Payment substantially greater
        than
        the preceding monthly payment which is sufficient to repay the remaining
        unpaid
        principal balance of the Balloon Mortgage Loan as of the Due Date of such
        Monthly Payment.  No Balloon Mortgage Loan has an original stated
        maturity of less than seven (7) years. The Mortgage Note does not permit
        negative amortization.  No Mortgage Loan had an original term to
        maturity of more than thirty (30) years;

       

      (xxii)  Origination
        and Collection Practices; Escrow Deposits. The origination, servicing and
        collection practices used by the Seller with respect to each Mortgage Note
        and
        Mortgage, including without limitation the establishment, maintenance and
        servicing of the Escrow Accounts and Escrow Payments, if any, since origination
        have been in all respects legal, proper, prudent and customary in the mortgage
        origination and servicing industry.  The Mortgage Loan has been
        serviced by the Seller and any predecessor servicer in accordance with all
        applicable laws, rules and regulations, the terms of the Mortgage Note and
        Mortgage, and the Fannie Mae and Freddie Mac servicing guides.  With
        respect to escrow deposits and Escrow Payments (other than with respect to
        each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        and for which the mortgagee under the First Lien is collecting Escrow Payments
        (as reflected on the Mortgage Loan Schedule)), if any, all such payments
        are in
        the possession of, or under the control of, the Seller and there exist no
        deficiencies in connection therewith for which customary arrangements for
        repayment thereof have not been made.  No escrow deposits or Escrow
        Payments or other charges or payments due the Seller have been capitalized
        under
        any Mortgage or the related Mortgage Note and no such escrow deposits or
        Escrow
        Payments are being held by the Seller for any work on a Mortgaged Property
        which
        has not been completed;

       

      (xxiii)  Mortgaged
        Property Undamaged. The Mortgaged Property is free of damage and waste and
        is in good repair, and there is no proceeding pending or threatened for the
        total or partial condemnation thereof nor is such a proceeding currently
        occurring;

       

      (xxiv)  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, (a) in the case of
        a
        Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by
        judicial foreclosure.  The Mortgaged Property has not been subject to
        any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has
        not
        filed for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage;  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;

       

      (xxv)  Appraisal.
        Unless otherwise set forth on the Mortgage Loan Schedule, the Mortgage File
        contains an appraisal of the related Mortgaged Property which, (a) with respect
        to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with
        an
        interior inspection, or (b) with respect to Second Lien Mortgage Loans, was
        on
        appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c)
        with
        respect to (a) or (b) above, was made and signed, prior to the approval of
        the
        Mortgage Loan application, by a qualified appraiser, duly appointed by the
        Seller, who had no interest, direct or indirect in the Mortgaged Property
        or in
        any loan made on the security thereof, whose compensation is not affected
        by the
        approval or disapproval of the Mortgage Loan and who met the minimum
        qualifications of Fannie Mae and Freddie Mac.  Each appraisal of the
        Mortgage Loan was made in accordance with the relevant provisions of the
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989;

       

      (xxvi)  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 Purchaser to the trustee under
        the
        deed of trust, except in connection with a trustee’s sale after default by the
        Mortgagor;

       

      (xxvii)  Construction
        or Rehabilitation of Mortgaged Property. No Mortgage Loan was made in
        connection with (a) the construction or rehabilitation of a Mortgaged Property
        or (b) facilitating the trade-in or exchange of a Mortgaged
        Property;

       

      (xxviii)   LTV;
        CLTV. The Loan-to-Value Ratio of any Mortgage Loan at origination was not
        more than 95% and the CLTV of any Mortgage Loan at origination was not more
        than
        100%;  Each Mortgage Loan (other than any Mortgage Loan underwritten
        pursuant to the Seller’s Subprime Underwriting Guidelines) with an original
        Loan-to-Value Ratio at origination greater than 80% is and will be subject
        to a
        Primary Insurance Policy, issued by a Qualified Insurer, which insures that
        portion of the Mortgage Loan in excess of the portion of the Appraised Value
        of
        the Mortgaged Property as required by Fannie Mae.  All provisions of
        such Primary Insurance Policy have been and are being complied with, such
        policy
        is in full force and effect, and all premiums due thereunder have been
        paid.  Any Mortgage subject to any such Primary Insurance Policy
        obligates the Mortgagor thereunder to maintain such insurance and to pay
        all
        premiums and charges in connection therewith.  The Mortgage Interest
        Rate for the Mortgage Loan does not include any such insurance
        premium.  If a Mortgage Loan is identified on the Mortgage Loan
        Schedule as subject to a Lender Paid Mortgage Insurance Policy, such policy
        insures that portion of the Mortgage Loan set forth in the LPMI
        Policy.  All provisions of any such 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 Mortgage Interest Rate for the
        Mortgage Loan does not include the insurance premium for any LPMI
        Policy;

       

      (xxix)   Occupancy
        of the Mortgaged Property. The Mortgaged Property is lawfully occupied under
        applicable law; 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.  No improvement located on
        or being part of any Mortgaged Property is in violation of any applicable
        zoning
        and subdivision law, ordinance  or regulation;

       

      (xxx)  No
        Error, Omission, Fraud etc.  No error, omission,
        misrepresentation, negligence, fraud or similar occurrence with respect to
        a
        Mortgage Loan has taken place on the part of any person, including without
        limitation the Mortgagor, any appraiser, any builder or 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;

       

      (xxxi)  Consolidation
        of Advances; Lien Priority. Any principal advances made to the Mortgagor
        prior to the 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 Mortgage Loan Schedule.  The lien of the Mortgage securing the
        consolidated principal amount is expressly insured as having (A) first lien
        priority with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second
        lien
        priority with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
        in
        either case, 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 and Freddie Mac.  The consolidated principal amount does
        not exceed the original principal amount of the Mortgage Loan;

       

      (xxxii)   Environmental
        Matters. The Mortgaged Property is in material compliance with all
        applicable environmental laws pertaining to environmental hazards including,
        without limitation, asbestos, 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;

       

      (xxxiii)   HOEPA.
        No Mortgage Loan is (a) subject to the provisions of the Homeownership and
        Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage
        loan, “covered” mortgage loan, “high risk home” mortgage loan,  or
“predatory” mortgage loan or any other comparable term, no matter how defined
        under any federal, state or local law, (c) subject to any comparable federal,
        state or local statutes or regulations, or any other statute or regulation
        providing for heightened regulatory scrutiny or assignee liability to holders
        of
        such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable
        (as
        such terms are defined in the current Standard & Poor’s LEVELS® Glossary
        Revised, Appendix E);

       

      (xxxiv)   Due-On-Sale.
        Each Mortgage contains an enforceable provision for the acceleration of the
        payment of the unpaid principal balance of the related Mortgage Loan in the
        event the related Mortgaged Property is sold or transferred without the prior
        consent of the mortgagee thereunder;

       

      (xxxv)  Second
        Liens. With respect to each Mortgage Loan which is a Second Lien, (i) the
        related First Lien does not provide for negative amortization, (ii) either
        no
        consent for the Mortgage Loan is required by the holder of the First Lien
        or
        such consent has been obtained and is contained in the Mortgage File and
        (iii)
        such Second Lien is on a Residential Dwelling that is (or will be) the principal
        residence of the Mortgagor upon origination of the Second Lien;

       

      (xxxvi)  Prepayment
        Charges in Mortgage Loan Documents. The Mortgage Loan Documents with respect
        to each Mortgage Loan subject to Prepayment Charges specifically authorizes
        such
        Prepayment Charges to be collected, such Prepayment Charges are permissible
        and
        enforceable in accordance with the terms of the related Mortgage Loan Documents
        and all applicable federal, state and local laws (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) and each Prepayment Charge was originated in compliance with
        all
        applicable federal, state and local laws;

       

      (xxxvii)   Compliance
        with Patriot Act. 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, has conducted the requisite due diligence
        in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations;

       

      (xxxviii)  MERS
        Mortgage Loans. With respect to each MERS Mortgage Loan, a MIN has been
        assigned by MERS and such MIN is accurately provided on the related Mortgage
        Loan Schedule. The related Assignment of Mortgage to MERS has been duly and
        properly recorded or has been delivered for recording to the applicable
        recording office. With respect to each MERS Mortgage Loan, the Seller has
        not
        received any notice of liens or legal actions with respect to such Mortgage
        Loan
        and no such notices have been electronically posted by MERS;

       

      (xxxix)  FACT
        Act.  The sale or transfer of the Mortgage Loan by the Seller
        complies with all applicable federal, state, and local laws, rules, and
        regulations governing such sale or transfer, including, without limitation,
        the
        Fair and Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit
        Reporting Act, each as may be amended from time to time, and the Seller has
        not
        received any actual or constructive notice of any identity theft, fraud,
        or
        other misrepresentation in connection with such Mortgage Loan or any party
        thereto.

       

      (xl)  Qualified
        Mortgage. Each Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
        1.860G-2(a)(1);

       

      (xli)  Condos
        and PUDs. If the Residential Dwelling on the Mortgaged Property is a
        condominium unit or a unit in a planned unit development (other than a de
        minimis planned unit development) such condominium or planned unit development
        project meets the eligibility requirements of Fannie Mae and Freddie
        Mac;

       

      (xlii)  Appraised
        Value.  All improvements which were considered in determining the
        Appraised Value of the related 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;

       

      (xliii)  No
        Additional Collateral. The Mortgage Note is not and has not been secured by
        any collateral except the lien of the corresponding Mortgage on the Mortgaged
        Property and the security interest of any applicable security agreement or
        chattel mortgage referred to in (xi) above;

       

      (xliv)  Buydown
        Mortgage Loans. No Mortgage Loan contains provisions pursuant to which
        Monthly Payments are (a) paid or partially paid with funds deposited in any
        separate account established by the Seller, the Mortgagor, or anyone on behalf
        of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
        contains any other similar provisions which may constitute a “buydown”
provision.

       

      (xlv)  No
        Convertible Mortgage Loans; No Graduated Payments or Contingent Interests.
        No Mortgage Loan is a Convertible Mortgage Loan. 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;

       

      (xlvi)  Disclosure
        Materials. The Mortgagor has executed a statement to the effect that the
        Mortgagor has received all disclosure materials required by applicable law
        with
        respect to the making of fixed rate mortgage loans in the case of Fixed Rate
        Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable
        Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage
        Loans, and such statement is and will remain in the Mortgage File;

       

      (xlvii)  Recordation
        of Mortgages. Each original Mortgage was recorded and all subsequent
        assignments of the original Mortgage (other than the assignment to the
        Purchaser) have been recorded, or are in the process of being recorded, in
        the
        appropriate jurisdictions wherein such recordation is necessary to perfect
        the
        lien thereof as against creditors of the Seller. As to any Mortgage Loan
        which
        is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable
        form
        (except for the name of the assignee which is blank) and is acceptable for
        recording under the laws of the jurisdiction in which the Mortgaged Property
        is
        located;

       

      (xlviii)  Texas
        Refinance Loans. Each Mortgage Loan originated in the state of Texas
        pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas
        Refinance Loan”) has been originated in compliance with the provisions of
        Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes
        and the Texas Finance Code.  With respect to each Texas Refinance Loan
        that is a Cash Out Refinancing, the related Mortgage Loan Documents state
        that
        the Mortgagor may prepay such Texas Refinance Loan in whole or in part without
        incurring a Prepayment Charge.  The Seller does not collect any such
        Prepayment Charges in connection with any such Texas Refinance
        Loan;

       

      (xlix)  Verification
        of Down Payment. Unless otherwise set forth on the Mortgage Loan Schedule,
        the source of the down payment with respect to each Mortgage Loan has been
        fully
        verified by the Seller;

       

      (l)  Tax
        Service Contracts. The Seller shall, at its own expense, cause each Mortgage
        Loan to be covered by a “life of loan” Tax Service Contract which is assignable
        to the Purchaser or its designee at no cost to the Purchaser or its designee;
        provided however, that if the Seller fails to purchase such Tax Service
        Contract, the Seller shall be required to reimburse the Purchaser for all
        costs
        and expenses incurred by the Purchaser in connection with the purchase of
        any
        such Tax Service Contract;

       

      (li)  Flood
        Zone Service Contracts. Each Mortgage Loan is covered by a “life of loan”
Flood Zone Service Contract which is assignable to the Purchaser or its
        designee
        at no cost to the Purchaser or its designee or, for each Mortgage Loan not
        covered by such Flood Zone Service Contract, the Seller agrees to purchase
        such
        Flood Zone Service Contract;

       

      (lii)  No
        Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
        Housing. No Mortgage Loan is secured by cooperative housing, commercial
        property, manufactured housing, a mobile home or mixed use
        property;

       

      (liii)  Secondary
        Market Sales. Each Mortgage Loan is eligible for sale in the secondary
        market or for inclusion in a Securitization Transaction without unreasonable
        credit enhancement;

       

      (liv)  No
        Adverse Selection. No selection procedures were used by the Seller that
        identified the Mortgage Loans as being less desirable or valuable than other
        comparable mortgage loans in the Seller’s portfolio;

       

      (lv)  Georgia.
        No Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia.  No Mortgage Loan originated on or after March 7, 2003 is a
“high cost home loan” as defined under the Georgia Fair Lending
        Act.

       

      (lvi)  New
        Jersey Manufactured Housing Loans.  No Mortgage Loan is a
“manufactured housing loan” pursuant to the NJ Act, and one hundred percent of
        the amount financed of any purchase money Second Lien Mortgage Loan subject
        to
        the NJ Act was used for the purchase of the related Mortgaged
        Property;

       

      (lvii)  Reserved;

       

      (lviii)  No
        Ground Leases. No Mortgage Loan is secured in whole or in part by the
        interest of the Mortgagor as a lessee under a ground lease of the related
        Mortgaged Property;

       

      (lix)  Massachusetts
        Refinanced Mortgage Loans.  No Mortgage Loan secured by a
        Mortgaged Property located in the Commonwealth of Massachusetts was made
        to pay
        off or refinance an existing loan or other debt of the related borrower (as
        the
        term “borrower” is defined in the regulations promulgated by the Massachusetts
        Secretary of State in connection with Massachusetts House Bill 4880 (2004))
        unless either (1) (a) the related Mortgage Interest Rate (that would be
        effective once the introductory rate expires, with respect to Adjustable
        Rate
        Mortgage Loans) did or would not exceed by more than 2.25% the yield on United
        States Treasury securities having comparable periods of maturity to the maturity
        of the related Mortgage Loan as of the fifteenth day of the month immediately
        preceding the month in which the application for the extension of credit
        was
        received by the related lender or (b) the Mortgage Loan is an “open-end home
        loan” (as such term is used in the Massachusetts House Bill 4880 (2004)) and the
        related Mortgage Note provides that the related Mortgage Interest Rate may
        not
        exceed at any time the Prime rate index as published in The Wall Street Journal
        plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's
        interest," as documented by a "borrower's interest worksheet" for the particular
        Mortgage Loan, which worksheet incorporates the factors set forth in
        Massachusetts House Bill 4880 (2004) and the regulations promulgated thereunder
        for determining "borrower's interest," and otherwise complies in all material
        respects with the laws of the Commonwealth of Massachusetts;

       

      (lx)  Broker
        Fees. The Mortgagor has not made or caused to be made any payment in the
        nature of an “average” or “yield spread premium” to a mortgage broker or a like
        Person which has not been fully disclosed to the Mortgagor;

       

      (lxi)  Acceptable
        Investment. 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 can reasonably be expected to cause the
        Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
        become delinquent, cause the Mortgage Loan to not be paid in full when due,
        or
        adversely affect the value of the Mortgage Loan;

       

      (lxii)  No
        Notification of Prepayments in Full. The Mortgage Loan was not prepaid in
        full prior to the Closing Date and the Seller has not received notification
        from
        a Mortgagor that a prepayment in full shall be made after the Closing
        Date;

       

      (lxiii)  Limitation
        on number of Mortgage Notes per Borrower. No Mortgagor is the obligor on
        more than two Mortgage Notes;

       

      (lxiv)  Prepayment
        Charges; With respect to any Mortgage Loan that contains a provision
        permitting imposition of a Prepayment Charge upon a Principal Prepayment
        prior
        to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed
        to such Prepayment Charge in exchange for a monetary benefit, including but
        not
        limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage
        Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage
        Loan that did not require payment of a Prepayment Charge, (iii) the Prepayment
        Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant
        to
        applicable state and federal law, (iv) for Mortgage Loans originated on or
        after
        October 1, 2002, the duration of the prepayment period shall not exceed three
        (3) years from the date of the Mortgage Note, unless the Mortgage Loan was
        modified to reduce the prepayment period to no more than three years from
        the
        date of the Mortgage Note and the Mortgagor was notified in writing of such
        reduction in the prepayment period, (v) no Mortgage Loan originated prior
        to
        October 1, 2002 has a Prepayment Charge longer than five years and (vi)
        notwithstanding any state or federal law to the contrary, the Seller shall
        not
        impose such Prepayment Charge in any instance when the Mortgage Loan is
        accelerated or paid off in connection with the workout of a delinquent mortgage
        or due to the Mortgagor’s default.  Each Prepayment Charge is
        permissible, collectable and enforceable.

       

      (lxv)  No
        Predatory Lending. No predatory, abusive or deceptive lending practices,
        including but not limited to, the extension of credit to a Mortgagor without
        regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension
        of credit to a Mortgagor which has no tangible net benefit to the Mortgagor,
        were employed in connection with the origination of the Mortgage
        Loan.  Each Mortgage Loan is in compliance with the anti-predatory
        lending eligibility for purchase requirements of Fannie Mae’s Selling Guide. No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, unless at the time of the Mortgage Loan’s
        origination, such Mortgagor did not qualify taking into account credit history
        and debt to income ratios for a lower cost credit product then offered by
        the
        Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
        originator.  If, at the time of the related loan application, the
        Mortgagor may have qualified for a lower cost credit product then offered
        by any
        mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      (lxvi)  Underwriting
        Methodology. The methodology used in underwriting the extension of credit
        for each Mortgage Loan employs objective mathematical principles 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 ability
        to
        make timely payments on the Mortgage Loan;

       

      (lxvii)  Points
        and Fees Disclosed. All points and fees related to each Mortgage Loan were
        disclosed in writing to the related Borrower in accordance with applicable
        state
        and federal laws and regulations.  No Borrower was charged “points and
        fees” (whether or not financed) in an amount greater than (a) $1,000 or (b) 5%
        of the principal amount of such Mortgage Loan, whichever is greater, such
        5%
        limitation is calculated in accordance with Fannie Mae’s anti-predatory lending
        requirements as set forth in the Fannie Mae Guides.  For purposes of
        this representation, “points and fees” (x) include origination, underwriting,
        broker and finder’s fees and charges that the lender imposed as a condition of
        making the Mortgage Loan, whether they are paid to the lender or a third
        party,
        and (y) exclude bona fide discount points, fees paid for actual services
        rendered in connection with the origination of the mortgage (such as attorneys’
fees, notaries fees and fees paid for property appraisals, credit reports,
        surveys, title examinations and extracts, flood and tax certifications, and
        home
        inspections); the cost of mortgage insurance or credit-risk price adjustments;
        the costs of title, hazard, and flood insurance policies; state and local
        transfer taxes or fees; escrow deposits for the future payment of taxes and
        insurance premiums; and other miscellaneous fees and charges that, in total,
        do
        not exceed 0.25 percent of the loan amount.  All fees and charges
        (including finance charges), whether or not financed, assessed, collected
        or to
        be collected in connection with the origination and servicing of each Mortgage
        Loan were disclosed in writing to the related  Mortgagor  in
        accordance with applicable state and federal laws and regulations;

       

      (lxviii)  Full
        File Credit Reporting (Fannie Mae). The Seller will transmit full-file
        credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
        Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report
        one
        of the following statuses each month as follows: new origination, current,
        delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

       

      (lxix)  No
        Credit Life Policies. No Mortgagor was required to purchase any single
        premium credit insurance policy (e.g. life, mortgage, disability, accident,
        unemployment, or health insurance product) or debt cancellation agreement
        as a
        condition of obtaining the extension of credit.  No Mortgagor obtained
        a prepaid single premium credit insurance policy (e.g. life, mortgage,
        disability, accident, unemployment, or health insurance product) in connection
        with the origination of the Mortgage Loan, and no proceeds from any Mortgage
        Loan were used to purchase single-premium credit insurance policies or debt
        cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Mortgage Loan;

       

      (lxx)  Full
        File Credit Reporting (Past Practice; Future Practice). The Seller and any
        predecessor servicer has fully furnished, 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 (three of the
        credit repositories) on a monthly basis; and the Seller will 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 Credit Information Company
        (three of the credit repositories), on a monthly basis; and

       

      (lxxi)  No
        Arbitration. With respect to each Mortgage Loan, neither the related
        Mortgage nor the related Mortgage Note requires the Mortgagor to submit to
        arbitration to resolve any dispute arising out of or relating in any way
        to the
        Mortgage Loan;  No Mortgagor agreed to submit to arbitration to
        resolve any dispute arising out of or relating in any way to the Mortgage
        Loan.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        L

      


      Representation
        and Warranties with Respect to the Weichert Mortgage Loans

      


      Except
        for “Mortgage Loans”, which shall mean the Weichert Mortgage Loans sold by the
        Seller to the Purchaser, all capitalized terms in this Exhibit L shall have
        the
        meanings ascribed to them in the Weichert Purchase Agreement.

       

      (i)  The
        information set forth in the related Mortgage Loan Schedule and the Mortgage
        Loan data delivered to the Purchaser in the Data File is complete, true and
        correct;

       

      (ii)  All
        payments required to be made up to the close of business on the Closing Date
        for
        such Mortgage Loan under the terms of the Mortgage Note have been made; the
        Seller has not advanced funds, or induced, solicited or knowingly received
        any
        advance of funds from a party other than the owner of the related Mortgaged
        Property, directly or indirectly, for the payment of any amount required
        by the
        Mortgage Note or Mortgage.  There has been no delinquency, exclusive
        of any period of grace, in any payment by the Mortgagor thereunder since
        the
        origination of the Mortgage Loan;

       

      (iii)  There
        are
        no delinquent taxes, ground rents, water charges, sewer rents, assessments,
        insurance premiums, leasehold payments, including assessments payable in
        future
        installments or other outstanding charges affecting the related Mortgaged
        Property;

       

      (iv)  The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (v)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office or registered with the MERS System if
        necessary to maintain the lien priority of the Mortgage, and which have been
        delivered to the Purchaser; the substance of any such waiver, alteration
        or
        modification has been approved by the insurer under the Primary Insurance
        Policy
        or LPMI Policy, if any, and the title insurer, to the extent required by
        the
        related policy, and is reflected on the related Mortgage Loan Schedule. No
        instrument of waiver, alteration or modification has been executed, and no
        Mortgagor has been released, in whole or in part, except in connection with
        an
        assumption agreement approved by the insurer under the Primary Insurance
        Policy
        or LPMI Policy, if any, the title insurer, to the extent required by the
        policy,
        and which assumption agreement has been delivered to the Purchaser and the
        terms
        of which are reflected in the related Mortgage Loan Schedule;

       

      (vi)  The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set
        off, counterclaim or defense, including the defense of usury, nor will the
        operation of any of the terms of the Mortgage Note and/or the Mortgage, or
        the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, set off, counterclaim or
        defense, including the defense of usury and no such right of rescission,
        set
        off, counterclaim or defense has been asserted with respect
        thereto;

       

      (vii)  The
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        of
        the Seller in effect at the time the Mortgage Loan was originated; and the
        Mortgage Note and Mortgage are on forms acceptable to FNMA and
        FHLMC;

       

      (viii)  All
        buildings upon the Mortgaged Property are insured by an insurer acceptable
        to
        FNMA and FHLMC against loss by fire, hazards of extended coverage and such
        other
        hazards as are customary in the area where the Mortgaged Property is located,
        in
        an amount not less than the greatest of (i) 100% of the replacement cost
        of all
        improvements to the Mortgaged Property, (ii) either (A) the outstanding
        principal balance of the Mortgage Loan with respect to each first lien Mortgage
        Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
        outstanding principal balance of the related first lien mortgage loan and
        the
        outstanding principal balance of the second lien Mortgage Loan, (iii) the
        amount
        necessary to avoid the operation of any co-insurance provisions with respect
        to
        the Mortgaged Property, or (iv) the amount necessary to fully compensate
        for any
        damage or loss to the improvements that are a part of such property on a
        replacement cost basis. All such insurance policies contain a standard mortgagee
        clause naming the Seller, its successors and assigns as mortgagee and all
        premiums thereon have been paid.  If the Mortgaged Property is in an
        area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
        by the
        Federal Emergency Management Agency as having special flood hazards (and
        such
        flood insurance has been made available) a flood insurance policy meeting
        the
        requirements of the current guidelines of the Federal Insurance Administration
        is in effect which policy conforms to the requirements of FNMA and
        FHLMC.  The Mortgage obligates the Mortgagor thereunder to maintain
        all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
        failure to do so, authorizes the holder of the Mortgage to maintain such
        insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
        from the Mortgagor;

       

      (ix)  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, fair housing, disclosure laws
        or
        all predatory and abusive lending laws applicable to the origination and
        servicing of mortgage loans of a type similar to the Mortgage Loans have
        been
        complied with and the consummation of the transactions contemplated hereby
        will
        not involve the violation of any such laws, and the Seller shall maintain
        in its
        possession, available for the inspection of the Purchaser or its designee,
        and
        shall deliver to the Purchaser or its designee, upon two Business Days’ request,
        evidence of compliance with such requirements;

       

      (x)  The
        Mortgage has not been satisfied, cancelled, 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, cancellation, subordination, rescission
        or
        release;

       

      (xi)  The
        related Mortgage is properly recorded and is a valid, existing and enforceable
        (A) first lien and first priority security interest with respect to each
        Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
        on the Mortgage Loan Schedule), or (B) second lien and second priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
        case,
        on the Mortgaged Property, including all improvements on the Mortgaged Property
        subject only to (a) the lien of current real property taxes and assessments
        not
        yet due and payable, (b) covenants, conditions and restrictions, rights of
        way,
        easements and other matters of the public record as of the date of recording
        being 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 which do not adversely affect the Appraised Value
        of
        the Mortgaged Property, (c) 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 and (d) with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule) a First Lien on the 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, existing and enforceable (A) first lien
        and
        first priority security interest with respect to each Mortgage Loan which
        is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule) or (B) second lien and second priority security interest with respect
        to each Mortgage Loan which is indicated by the Seller to be a Second Lien
        Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.  The Mortgaged Property was not, as of the
        date of origination of the Mortgage Loan, subject to a mortgage, deed of
        trust,
        deed to secure debt or other security instrument creating a lien subordinate
        to
        the lien of the Mortgage;

       

      (xii)  The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms;

       

      (xiii)  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.  The Mortgagor is a natural person;

       

      (xiv)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with.  All costs, fees and expenses incurred in making
        or closing the Mortgage Loan and the recording of the Mortgage have been
        paid,
        and the Mortgagor is not entitled to any refund of any amounts paid or due
        to
        the Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xv)  The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage.  The Seller has full right and authority under all
        governmental and regulatory bodies having jurisdiction over such Seller,
        subject
        to no interest or participation of, or agreement with, any party, to transfer
        and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free
        and
        clear of any encumbrance or right of others, equity, lien, pledge, charge,
        mortgage, claim, participation interest or security interest of any nature
        (collectively, a “Lien”); and immediately upon the transfers and assignments
        herein contemplated, the Seller shall have transferred and sold all of its
        right, title and interest in and to each Mortgage Loan and the Purchaser
        will
        hold good, marketable and indefeasible title to, and be the owner of, each
        Mortgage Loan subject to no Lien;

       

      (xvi)  All
        parties which have had any interest in the Mortgage Loan, whether as originator,
        mortgagee, assignee, pledgee or otherwise, are (or, during the period in
        which
        they held and disposed of such interest, were): (A) organized under the laws
        of
        such state, or (B) qualified to do business in such state, or (C) federal
        savings and loan associations or national banks having principal offices
        in such
        state, or (D) not doing business in such state so as to require qualification
        or
        licensing, or (E) not otherwise required to be licensed in such
        state.  All parties which have had any interest in the Mortgage Loan
        were in compliance with any and all applicable “doing business” and licensing
        requirements of the laws of the state wherein the Mortgaged Property is located
        or were not required to be licensed in such state;

       

      (xvii)  The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
        lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
        of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
        in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
        FNMA
        and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
        Property is located, insuring (subject to the exceptions contained above
        in
        (xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated
        by
        the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
        Loan
        Schedule) clause (d)) the Seller, its successors and assigns as to the first
        priority lien of the Mortgage in the original principal amount of the Mortgage
        Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
        loss by
        reason of the invalidity or unenforceability of the lien resulting from the
        provisions of the Mortgage providing for adjustment in the Mortgage Interest
        Rate and Monthly Payment.  Additionally, such lender’s title insurance
        policy affirmatively insures ingress and egress to and from the Mortgaged
        Property, and against encroachments by or upon the Mortgaged Property or
        any
        interest therein.  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 full 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
        related Mortgage, including the Seller, has done, by act or omission, anything
        which would impair the coverage of such lender’s title insurance
        policy;

       

      (xviii)  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 the Seller has not
        waived any default, breach, violation or event of acceleration.  With
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the First
        Lien is in full force and effect, (ii) there is no default, breach, violation
        or
        event of acceleration existing under such First Lien mortgage or the related
        mortgage note, (iii) 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 thereunder, and either (A) the First Lien
        mortgage contains a provision which 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;

       

      (xix)  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 law could give rise
        to
        such lien) affecting the related Mortgaged Property which are or may be liens
        prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xx)  The
        Mortgage Loan was originated by the Seller or by a savings and loan association,
        a savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (xxi)  Payments
        on the Mortgage Loan shall commence (with respect to any newly originated
        Mortgage Loans) or commenced no more than sixty days after the proceeds of
        the
        Mortgage Loan were disbursed.  The Mortgage Loan bears interest at the
        Mortgage Interest Rate.  With respect to each Mortgage Loan, the
        Mortgage Note is payable on the first day of each month in Monthly Payments,
        which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
        amortize the original principal balance over the original term thereof (other
        than with respect to a Mortgage Loan identified on the related Mortgage Loan
        Schedule as an interest-only Mortgage Loan during the interest-only period)
        and
        to pay interest at the related Mortgage Interest Rate, and (B) in the case
        of an
        Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
        any
        case, are sufficient to fully amortize the original principal balance over
        the
        original term thereof and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed the period specified on the Mortgage
        Loan Schedule and following the expiration of such interest-only period,
        the
        remaining Monthly Payments shall be sufficient to fully amortize the original
        principal balance over the remaining term of the Mortgage Loan.  The
        Mortgage Note does not permit negative amortization.  No Mortgage Loan
        is a Convertible Mortgage Loan;

       

      (xxii)  The
        origination, servicing and collection practices used by the Seller with respect
        to each Mortgage Note and Mortgage, including without limitation the
        establishment, maintenance and servicing of the Escrow Accounts and Escrow
        Payments, if any, since origination have been in all respects legal, proper,
        prudent and customary in the mortgage origination and servicing
        industry.  The Mortgage Loan has been serviced by the Seller and any
        predecessor servicer in accordance with all applicable laws, rules and
        regulations, the terms of the Mortgage Note and Mortgage, and the FNMA and
        FHLMC
        servicing guides.  With respect to escrow deposits and Escrow Payments
        (other than with respect to each Mortgage Loan which is indicated by the
        Seller
        to be a Second Lien Mortgage Loan and for which the mortgagee under the First
        Lien is collecting Escrow Payments (as reflected on the Mortgage Loan
        Schedule)), if any, all such payments are in the possession of, or under
        the
        control of, the Seller and there exist no deficiencies in connection therewith
        for which customary arrangements for repayment thereof have not been
        made.  No escrow deposits or Escrow Payments or other charges or
        payments due the Seller have been capitalized under any Mortgage or the related
        Mortgage Note and no such escrow deposits or Escrow Payments are being held
        by
        the Seller for any work on a Mortgaged Property which has not been
        completed;

       

      (xxiii)  The
        Mortgaged Property is free of damage and waste and is in good repair, and
        there
        is no proceeding pending or threatened for the total or partial condemnation
        thereof nor is such a proceeding currently occurring;

       

      (xxiv)  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, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure.  The Mortgaged Property has not been subject to any
        bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
        filed
        for protection under applicable bankruptcy laws.  There is no
        homestead or other exemption available to the Mortgagor which would interfere
        with the right to sell the Mortgaged Property at a trustee’s sale or the right
        to foreclose the Mortgage;  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;

       

      (xxv)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which,
        (a)
        with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
        form
        2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
        Loans, was on appraisal form 704, 2065 or 2055 with an exterior only
        inspection], and (c) with respect to (a) or (b) above, was made and signed,
        prior to the approval of the Mortgage Loan application, by a qualified
        appraiser, duly appointed by the Seller, who had no interest, direct or indirect
        in the Mortgaged Property or in any loan made on the security thereof, whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan
        and who met the minimum qualifications of FNMA and FHLMC.  Each
        appraisal of the Mortgage Loan was made in accordance with the relevant
        provisions of the Financial Institutions Reform, Recovery, and Enforcement
        Act
        of 1989;

       

      (xxvi)  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 Purchaser to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (xxvii)  No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (xxviii)    The
        Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
        95%
        and the CLTV of any Mortgage Loan at origination was not more than
        100%;  Each Mortgage Loan with an original Loan-to-Value Ratio at
        origination than 80% is an will be subject to a Primary Insurance Policy,
        issued
        by a Qualified Insurer, which insures that portion of the Mortgage Loan in
        excess of the portion of the Appraised Value of the Mortgaged Property as
        required by FNMA.  All provisions of such Primary Insurance Policy
        have been and are being complied with, such policy is in full force and effect,
        and all premiums due thereunder have been paid.  Any Mortgage subject
        to any such Primary Insurance Policy obligates the Mortgagor thereunder to
        maintain such insurance and to pay all premiums and charges in connection
        therewith.  The Mortgage Interest Rate for the Mortgage Loan does not
        include any such insurance premium.  If a Mortgage Loan is identified
        on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage Insurance
        Policy, such policy insures that portion of the Mortgage Loan set forth in
        the
        LPMI Policy.  All provisions of any such 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 Mortgage Interest Rate for the
        Mortgage Loan does not include the insurance premium for any LPMI
        Policy;

       

      (xxix)   To
        the best of Seller’s knowledge, the Mortgaged Property is lawfully occupied
        under applicable law; 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.  No
        improvement located on or being part of any Mortgaged Property is in violation
        of any applicable zoning and subdivision law, ordinance  or
        regulation;

       

      (xxx)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of any person, including
        without limitation the Mortgagor, any appraiser, any builder or 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;

       

      (xxxi)  Any
        principal advances made to the Mortgagor prior to the 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 Mortgage Loan Schedule.  The
        lien of the Mortgage securing the consolidated principal amount is expressly
        insured as having (A) first lien priority with respect to each Mortgage Loan
        which is indicated by the Seller to be a First Lien (as reflected on the
        Mortgage Loan Schedule), or (B) second lien priority with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule), in either case, by a title
        insurance policy, an endorsement to the policy insuring the mortgagee’s
        consolidated interest or by other title evidence acceptable to FNMA and
        FHLMC.  The consolidated principal amount does not exceed the original
        principal amount of the Mortgage Loan;

       

      (xxxii)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xxxiii)   The
        Mortgaged Property is in material compliance with all applicable environmental
        laws pertaining to environmental hazards including, without limitation,
        asbestos, 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;

       

      (xxxiv)  No
        Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
        Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”,
“abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan
        (or a similarly designated loan using different terminology) under any federal,
        state or local law, or any other statute or regulation providing assignee
        liability to holders of such mortgage loans, or (c) subject to or in violation
        of any such or comparable federal, state or local statutes or
        regulations.  No Mortgage Loan is a high cost loan or a covered loan,
        as applicable (as such terms are defined in the Standard & Poor’s LEVELS
        Version 5.6 Glossary Revised, Appendix E as of the related Closing
        Date).

       

      (xxxv)    No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (xxxvi)  Each
        Mortgage contains an enforceable provision for the acceleration of the payment
        of the unpaid principal balance of the related Mortgage Loan in the event
        the
        related Mortgaged Property is sold or transferred without the prior consent
        of
        the mortgagee thereunder;

       

      (xxxvii)  With
        respect to each Mortgage Loan which is a Second Lien, (i) the related First
        Lien
        does not provide for negative amortization, and (ii) either no consent for
        the
        Mortgage Loan is required by the holder of the First Lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (xxxviii)  The
        Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
        Charges specifically authorizes such Prepayment Charges to be collected,
        such
        Prepayment Charges are permissible and enforceable in accordance with the
        terms
        of the related Mortgage Loan Documents and all applicable federal, state
        and
        local laws (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) and each
        Prepayment Charge was originated in compliance with all applicable federal,
        state and local laws;

       

      (xxxix)  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, has conducted the requisite due diligence in
        connection with the origination of each Mortgage Loan for purposes of the
        Anti-Money Laundering Laws, including with respect to the legitimacy of the
        applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to
        purchase the property in question, and maintains, and will maintain, sufficient
        information to identify the applicable Mortgagor for purposes of the Anti-Money
        Laundering Laws; no Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “blocked person” for
        purposes of the OFAC Regulations;

       

      (xl)  With
        respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
        MIN
        is accurately provided on the related Mortgage Loan Schedule. The related
        Assignment of Mortgage to MERS has been duly and properly recorded or has
        been
        delivered for recording to the applicable recording office;

       

      (xli)  With
        respect to each MERS Mortgage Loan, the Seller has not received any notice
        of
        liens or legal actions with respect to such Mortgage Loan and no such notices
        have been electronically posted by MERS;

       

      (xlii)  The
        sale
        or transfer of the Mortgage Loan by the Seller complies with all applicable
        federal, state, and local laws, rules, and regulations governing such sale
        or
        transfer, including, without limitation, the Fair and Accurate Credit
        Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
        amended from time to time, and the Seller has not received any actual or
        constructive notice of any identity theft, fraud, or other misrepresentation
        in
        connection with such Mortgage Loan or any party thereto.

       

      (xliii)  The
        Mortgage Loan is in compliance with all requirements set forth in the related
        Confirmation, and the characteristics of the related Mortgage Loan Package
        as
        set forth in the related Confirmation are true and correct;

       

      (xliv)  Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1);

       

      (xlv)  If
        the
        Residential Dwelling on the Mortgaged Property is a condominium unit or a
        unit
        in a planned unit development (other than a de minimis planned unit development)
        such condominium or planned unit development project meets the eligibility
        requirements of FNMA and FHLMC;

       

      (xlvi)  All
        improvements which were considered in determining the Appraised Value of
        the
        related 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;

       

      (xlvii)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (xi) above;

       

      (xlviii)  No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (a)
        paid or partially paid with funds deposited in any separate account established
        by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
        by
        any source other than the Mortgagor or (c) contains any other similar provisions
        which may constitute a “buydown” provision.

       

      (xlix)  The
        Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage
        Loan, and the Mortgage Loan does not have a shared appreciation or other
        contingent interest feature;

       

      (l)  The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (li)  Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded,
        or are
        in the process of being recorded, in the appropriate jurisdictions wherein
        such
        recordation is necessary to perfect the lien thereof as against creditors
        of the
        Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
        Assignment of Mortgage is in recordable form (except for the name of the
        assignee which is blank) and is acceptable for recording under the laws of
        the
        jurisdiction in which the Mortgaged Property is located;

       

      (lii)  Each
        Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
        50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
        originated in compliance with the provisions of Article XVI, Section 50(a)(6)
        of
        the Texas Constitution, Texas Civil Statutes and the Texas Finance
        Code.  With respect to each Texas Refinance Loan that is a Cash Out
        Refinancing, the related Mortgage Loan Documents state that the Mortgagor
        may
        prepay such Texas Refinance Loan in whole or in part without incurring a
        Prepayment Charge.  The Seller does not collect any such Prepayment
        Charges in connection with any such Texas Refinance Loan;

       

      (liii)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Seller;

       

      (liv)  The
        Seller shall, at its own expense, cause each Mortgage Loan to be covered
        by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
        designee at no cost to the Purchaser or its designee; provided however, that
        if
        the Seller fails to purchase such Tax Service Contract, the Seller shall
        be
        required to reimburse the Purchaser for all costs and expenses incurred by
        the
        Purchaser in connection with the purchase of any such Tax Service
        Contract;

       

      (lv)  Each
        Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
        is assignable to the Purchaser or its designee at no cost to the Purchaser
        or
        its designee or, for each Mortgage Loan not covered by such Flood Zone Service
        Contract, the Seller agrees to purchase such Flood Zone Service
        Contract;

       

      (lvi)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (lvii)  Reserved;

       

      (lviii)  No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio;

       

      (lix)  Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Confirmation;

       

      (lx)  No
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia;

       

      (lxi)  No
        Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
        hundred percent of the amount financed of any purchase money Second Lien
        Mortgage Loan subject to the NJ Act was used for the purchase of the related
        Mortgaged Property;

       

      (lxii)  With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
        Mortgage Property located in the State of Illinois is in violation of the
        provisions of the Illinois Interest Act, including Section 4.1a which provides
        that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
        per
        annum has lender-imposed fees (or other charges) in excess of 3.0% of the
        original principal balance of the Mortgage Loan;

       

      (lxiii)  No
        Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
        as
        a lessee under a ground lease of the related Mortgaged Property;

       

      (lxiv)  No
        Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
        of
        Massachusetts was made to pay off or refinance an existing loan or other
        debt of
        the related borrower (as the term “borrower” is defined in the regulations
        promulgated by the Massachusetts Secretary of State in connection with
        Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
        Interest Rate (that would be effective once the introductory rate expires,
        with
        respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
        than
        2.25% the yield on United States Treasury securities having comparable periods
        of maturity to the maturity of the related Mortgage Loan as of the fifteenth
        day
        of the month immediately preceding the month in which the application for
        the
        extension of credit was received by the related lender or (b) the Mortgage
        Loan
        is an “open-end home loan” (as such term is used in the Massachusetts House Bill
        4880 (2004)) and the related Mortgage Note provides that the related Mortgage
        Interest Rate may not exceed at any time the Prime rate index as published
        in
        The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
        Loan
        is in the "borrower's interest," as documented by a "borrower's interest
        worksheet" for the particular Mortgage Loan, which worksheet incorporates
        the
        factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
        promulgated thereunder for determining "borrower's interest," and otherwise
        complies in all material respects with the laws of the Commonwealth of
        Massachusetts;

       

      (lxv)  The
        Mortgagor has not made or caused to be made any payment in the nature of
        an
“average” or “yield spread premium” to a mortgage broker or a like Person which
        has not been fully disclosed to the Mortgagor;

       

      (lxvi)  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 can reasonably be expected to cause the Mortgage Loan to be
        an
        unacceptable investment, cause the Mortgage Loan to become delinquent, cause
        the
        Mortgage Loan to not be paid in full when due, or adversely affect the value
        of
        the Mortgage Loan;

       

      (lxvii)  The
        Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
        has not received notification from a Mortgagor that a prepayment in full
        shall
        be made after the Closing Date;

       

      (lxviii)  No
        Mortgagor is the obligor on more than two Mortgage Notes in each Mortgage
        Loan
        Package, unless mutually agreed upon by Seller and Purchaser;

       

      (lxix)  With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
        to
        the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
        in exchange for a monetary benefit, including but not limited to a Mortgage
        Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
        the Mortgagor was offered the option of obtaining a Mortgage Loan that did
        not
        require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
        to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
        and
        federal law, (iv) for Mortgage Loans originated on or after September 1,
        2004,
        the duration of the prepayment period shall not exceed three (3) years from
        the
        date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
        the
        prepayment period to no more than three years from the date of the Mortgage
        Note
        and the Mortgagor was notified in writing of such reduction in the prepayment
        period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
        Prepayment Charge longer than five years (vi) notwithstanding any state or
        federal law to the contrary, the  Seller shall not impose such
        Prepayment Charge in any instance when the Mortgage debt is accelerated as
        the
        result of the Mortgagor’s default in making the Monthly
        Payments;  Each Prepayment Charge is permissible, collectable and
        enforceable.

       

      (lxx)  No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a Mortgagor without regard for the Mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
        which has no tangible net benefit to the Mortgagor, were employed in connection
        with the origination of the Mortgage Loan.  Each Mortgage Loan is in
        compliance with the anti-predatory lending eligibility for purchase requirements
        of FNMA’s Selling Guide. No Mortgagor was encouraged or required to select a
        Mortgage Loan product offered by the Mortgage Loan’s originator which is a
        higher cost product designed for less creditworthy borrowers, unless at the
        time
        of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
        account credit history and debt to income ratios for a lower cost credit
        product
        then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
        Loan’s originator.  If, at the time of the related loan application,
        the Mortgagor may have qualified for a lower cost credit product then offered
        by
        any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      (lxxi)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles 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 ability to make timely
        payments on the Mortgage Loan;

       

      (lxxii)  All
        points, fees and charges, including finance charges (whether or not financed,
        assessed, collected or to be collected), in connection with the origination
        and
        servicing of each Mortgage Loan were disclosed in writing to the related
        Mortgagor in accordance with applicable state and federal law and
        regulation.  Except in the case of a Mortgage Loan in an original
        principal amount of less than $60,000 which would have resulted in an
        unprofitable origination, no related Mortgagor was charged “points and fees”
(whether or not financed) in an amount greater than 5% of the principal amount
        of such loan, such 5% limitation is calculated in accordance with FNMA’s
        anti-predatory lending requirements as set forth in the FNMA Selling
        Guide;

       

      (lxxiii)  The
        Seller will transmit full-file credit reporting data for each Mortgage Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Seller agrees it shall report one of the following statuses each month as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (lxxiv)  No
        Mortgagor was required to purchase any credit life, disability, accident
        or
        health insurance product or debt cancellation agreement as a condition of
        obtaining the extension of credit.  No Mortgagor obtained a prepaid
        single premium credit life, disability, accident or health insurance policy
        in
        connection with the origination of the Mortgage Loan, and no proceeds from
        any
        Mortgage Loan were used to finance single-premium credit insurance policies
        or
        debt cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Mortgage Loan;

       

      (lxxv)  The
        Seller and any predecessor servicer has fully furnished, 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 (three
        of
        the credit repositories) on a monthly basis; and the Seller will 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 Credit Information
        Company (three of the credit repositories), on a monthly basis; and

       

      (lxxvi)  With
        respect to each Mortgage Loan, neither the related Mortgage nor the related
        Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the Mortgage Loan
        transaction;  No Mortgagor agreed to submit to arbitration to resolve
        any dispute arising out of or relating in any way to the Mortgage Loan
        transaction.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

      


      Representation
        and Warranties with Respect to the Wells Fargo Mortgage
        Loans

      


      Except
        for “Mortgage Loans”, which
        shall mean the Wells Fargo Mortgage Loans sold by the Seller to the Purchaser,
        all capitalized terms in this Exhibit M shall have the meanings ascribed
        to them
        in the Wells Fargo Master Agreement.

      


      All
        references to “Underwriting Guidelines” in the foregoing representation and
        warranties with respect to the Wells Fargo Mortgage Loans are hereby replaced
        with “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”.

      


      As
        to
        each Mortgage Loan, the Seller hereby represents and warrants to the Purchaser
        that as of the Closing Date:

       

      (i)            
        Mortgage Loans as Described.

       

      The
        information set forth in the respective Mortgage Loan Schedule and the
        information 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;

      


      (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 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 30 years (except with respect
        to
        certain Balloon Loans or Interest Only Mortgage Loans), with interest payable
        in
        arrears on the first day of 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 subsection (xi) above;

      


      (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 Interests.

      


      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.

      


      
        	
                (a)  

              	
                Each
                  Seller Mortgage Loan was underwritten in accordance with the Underwriting
                  Guidelines;

              


      

      


      
        	
                (b)  

              	
                Each
                  Third-Party Mortgage Loan was underwritten in accordance with the
                  Third-Party Underwriting
                  Guidelines;

              


      

      


      
        	
                (c)  

              	
                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

              


      

      


      
        	
                (d)  

              	
                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;

              


      

      


      
        	
                 

              	
                (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, 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.

      


      
        	
                 

              	
                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:

      


      (i)           The
        Mortgagor is the owner of a valid and subsisting interest as tenant under
        the
        Ground Lease;

      


      (ii)           The
        Ground Lease is in full force and effect, unmodified and not supplement by
        any
        writing;

      


      (iii)           The
        Mortgagor is not in default under any provision of the lease;

      


      (iv)           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;

       

      (v)           The
        term of the Ground Lease exceeds the maturity date of the related Mortgage
        Loan
        by at least five (5) years;

       

      (vi)           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;

       

      (vii)           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.

       

      (viii)         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;

       

      (ix)           The
        Ground Lease or a memorandum thereof has been recorded and by its terms permits
        the leasehold estate to be mortgaged; and

       

      (x)           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 Company nor, to the
        Company’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);
        and

      


      
        	 	
                (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:

       

      
        	
                (i)  

              	
                the
                  lien of current real property taxes and assessments not yet due
                  and
                  payable;

              


      

       

      
        	
                (ii)  

              	
                
                  First
                    Lien Mortgage Loan acceptable in accordance with the Underwriting
                    Guidelines;

                

              


      

    

     

    
      
        	
                (iii)  

              	
                
                  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

                

              


      

       

      
        	
                (iv)  

              	
                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.

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    TO:           [applicable
      Custodian]

    


    
      	 	
              Re:

            	
              
                Pooling
                  and Servicing Agreement dated as of October 1, 2007, among Citigroup
                  Mortgage Loan Trust Inc., as depositor, CitiMortgage, Inc. as master
                  servicer and trust administrator, Citibank, N.A. as paying agent,
                  certificate registrar and authenticating agent and U.S. Bank National
                  Association as trustee

              

            


    

    


    In
      connection with the administration of the Mortgage Loans held by you as
      Custodian for the Owner pursuant to the above-captioned Pooling and Servicing
      Agreement and the applicable Custodial 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:           ______________________________

                                        (authorized
                signer)

               

            
	 	 
	
              Issuer:______________________________

            	 
	 	 
	
              Address:

            	
              _____________________________________

            
	 	 
	
              Date:
                _________________________________

               

              Custodian

            	
              _____________________________________

            
	 	 
	 	 


    

     

    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              _____________________________________

              Signature

            	
              Date

            
	 	 
	
              Documents
                returned to Custodian:

            	 
	 	 
	
              ____________________________________

              Trustee

            	
              Date

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

    Citigroup,
      N.A.

    388
      Greenwich St

    New
      York,
      NY 10013

    ATTENTION:
      CMLTI, SERIES 2007-10

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc.,  Mortgage Pass-Through Certificates,
                  Series 2007-10, 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, CitiMortgage, Inc. as trust
      administrator and master servicer, CitiBank, N.A. as paying agent, certificate
      registrar and authenticating agent 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]

     

    Citigroup,
      N.A.

    388
      Greenwich St

    New
      York,
      NY 10013

    ATTENTION:
      CMLTI, SERIES 2007-10

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2007-10, Class ___, 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,
      CitiMortgage, Inc. as master servicer and trust administrator, Citibank, N.A.
      as
      paying agent, certificate registrar and authenticating agent 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

            
	 	 	 


    

    
_______________________  

    
      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.

    

    


    
      	 	
              ___

            	
              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, as
                amended.

            
	 	 	 
	 	
              ___

            	
              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:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    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

     

    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”), CitiMortgage, Inc., as master servicer and trust
      administrator (the “Master Servicer”), Citibank, N.A., as paying agent,
      certificate registrar and authenticating agent (the “Paying Agent”) 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, within the meaning of the Department of Labor regulation at 29
      C.F.R. Section 2510-101.

     

    [  
      ]  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 within the meaning of the
      Department of Labor regulation at 29 C.F.R. Section 2510.3-101.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    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_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

     

    __________________________,
      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 (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]

     

    Citigroup,
      N.A.

    388
      Greenwich St

    New
      York,
      NY 10013

    Attention:
      CMLTI, Series 2007-10

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2007-10, Class ___

              

            


    

    


    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
      Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2007-10,
      Class [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”) dated as of October 1, 2007,
      among Citigroup Mortgage Loan Trust Inc. as depositor (the “Depositor”),
      CitiMortgage, Inc. as master servicer (the “Master Servicer”) and trust
      administrator, Citibank N.A., as paying agent, certificate registrar and
      authenticating agent 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 Master Servicer that:

     

    The
      Certificates (a) (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. Section 2510.3-101, as modified by Section
      3(42) of ERISA and (iii) will not be transferred to any entity that is deemed
      to
      be investing in “plan assets” of a Plan within the meaning of the DOL regulation
      at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA or (b)(i)
      are being acquired by an insurance company, (ii) 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 Prohibited Transaction Class
      Exemption (“PTCE”) 95-60, and (iii) the conditions in Sections I and III of PTCE
      95-60 have been satisfied.

    


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

               

              ______________________________________

            
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      H

     

    FORM
      OF
      MASTER SERVICER CERTIFICATION

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2007-10

              

            


    

    


    I,
      [identify the certifying individual], acting of [CitiMortgage, Inc.
      (“CitiMortgage”)], 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 Master
      Servicer pursuant to the 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 Master Servicer has been provided as required under the
      Pooling and Servicing Agreement;

     

    4.           I
      am responsible for reviewing the activities performed by the Master 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 Master Servicer has fulfilled in
      all
      material respects its obligations under the Pooling and Servicing Agreement;
      and

     

    5.           I
      have disclosed to the Master Servicer’s certified public accountants and the
      Depositor all significant deficiencies relating to the Master 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, CitiMortgage, Inc. as
      master servicer and trust administrator, Citibank, N.A. as paying agent,
      certificate registrar and authenticating agent and U.S. Bank National
      Association as trustee.

     

    
      	 	 	 	 	 	 	 	
              [CITIMORTGAGE,
                INC.]

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	
              Name:

               

            	 
	 	 	 	 	 	 	 	
              Title:

               

            	 
	 	 	 	 	 	 	 	
              Date:

               

            	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      I

     

    FORM
      BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE TO BE PROVIDED TO
      DEPOSITOR

     

    
      	 	
              Re:

            	
              
                Pooling
                  and Servicing Agreement dated as of October 1, 2007 (the “Agreement”),
                  among Citigroup Mortgage Loan Trust Inc., as depositor, CitiMortgage,
                  Inc.
                  as master servicer and trust administrator, Citibank, N.A. as paying
                  agent, certificate registrar and authenticating agent and U.S.
                  Bank
                  National Association as
                  trustee

              

            


    

     

    I,
      ________________________________, the _______________________ of [Trust
      Administrator], certify to [the Depositor] and the [Master Servicer] [Trustee],
      and their officers, with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    (1)           I
      have reviewed the Master Servicer compliance statement of the Company provided
      in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Company’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
      reports, officer’s certificates and other information relating to the servicing
      of the Mortgage Loans by the Company during 200[ ] that were delivered by the
      Company to the Depositor and the Trust Administrator pursuant to the Agreement
      (collectively, the “Company Servicing Information”);

     

    (2)           Based
      on my knowledge, the Company Servicing Information, 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 with respect to the period of time
      covered by the Company Servicing Information;

     

    (3)           Based
      on my knowledge, all of the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the Depositor
      and the Trust Administrator;

     

    (4)           I
      am responsible for reviewing the activities performed by the Company as Master
      Servicer under the Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Compliance Statement and except as disclosed
      in the Compliance Statement, the Servicing Assessment or the Attestation Report,
      the Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5)           The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any subservicer or subcontractor pursuant to
      the
      Agreement, have been provided to the Depositor and the Trust
      Administrator.  Any material instances of noncompliance described in
      such reports have been disclosed to the Depositor and the Trust
      Administrator.  Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    Date:                      _________________________

     

     

    By:

     

    Name:                      ________________________________

     

    Title:                      ________________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      J

     

    FORM
      OF
      SWAP AGREEMENT

     

     

    
      


       

      
        
          	
                  

                   Deutsche
                    Bank AG New
                    York

                  60
                    Wall Street

                  New
                    York, NY
                    10005

                  Telephone:
                    212-250-5977

                  Facsimile:
                    212-797-8826

                


        

      

       

      
        
          	
                  DATE:

                	
                  31-Oct-07

                
	 	 
	
                  TO:

                	
                  U.S.
                    Bank National Association, not individually, but solely
                    as the Grantor Trust Trustee on behalf of the Grantor Trust with
                    respect
                    to the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
                    Certificates, Series 2007-10

                
	
                  ATTENTION:

                	
                  Jennifer
                    McCourt of Citibank, N.A., as Paying Agent

                
	
                  TELEPHONE:

                	
                  (212)
                    816-5680

                
	
                  FACSIMILE:

                	
                  (212)
                    816-5527

                
	 	 
	
                  FROM:

                	
                  Deutsche
                    Bank AG, New York Branch

                
	
                  ATTENTION:

                	
                  New
                    York Derivatives Documentation

                
	
                  TELEPHONE:

                	
                  (212)
                    250-9425

                
	
                  FACSIMILE:

                	
                  (212)
                    797-0779

                
	
                  E-MAIL

                	
                  NYderivative.documentation@db.com

                
	
                   

                	
                   

                
	
                  SUBJECT:

                	
                  Interest
                    Rate Swap

                
	
                   

                	
                   

                
	
                  REFERENCE
                    NUMBER:

                	
                  N716442N

                


        

      

      
      

      
      

      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 Deutsche
        Bank AG, New York
        Branch (“Party
        A”)
and
        U.S. Bank
        National Association, not individually, but solely as grantor trust trustee
        (the
“Grantor Trust Trustee”) on behalf of the grantor trust with
        respect to the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
        Certificates, Series 2007-10 (the “Grantor Trust”)
        (“Party B”) created under the Pooling and Servicing Agreement,
        dated as of October 1, 2007, among Citigroup Mortgage Loan Trust Inc., as
        the
        Depositor, CitiMortgage, Inc., as the Master Servicer and Trust Administrator,
        Citibank, N.A., as the Paying Agent, Certificate Registrar and Authenticating
        Agent, 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.

              


      

       

       

       

      
        REFERENCE
          NUMBER:                                           N716442N

        


        Chairman
          of the Supervisory Board:
          Clemens Börsig

        Management
          Board: Josef
          Ackermann (Chairman), Hugo Banziger, Tessen
          von Heydebreck,
          Anthony Di Iorio,
          Hermann-Josef
          Lamberti

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Item
                  2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

       

      
        	
                Type
                  of Transaction:

                 

              	
                Interest
                  Rate Swap

                 

              
	
                Notional
                  Amount:

                 

              	
                With
                  respect to any Calculation Period, the aggregate Certificate Principal
                  Balance of the Group 3 Floating Rate Certificates immediately preceding
                  the Distribution Date which occurs in the calendar month of the
                  Floating
                  Rate Payer Payment Date for such Calculation Period (determined
                  for this
                  purpose without regard to any adjustment of the Floating Rate Payer
                  Payment Date or Distribution Date relating to business days).

                 

              
	
                Trade
                  Date:

                 

              	
                October
                  25, 2007

                 

              
	
                Effective
                  Date:

                 

              	
                October
                  31, 2007

                 

              
	
                Termination
                  Date:

                 

              	
                The
                  earlier of (i) the Distribution Date in July 2012 and (ii) the
                  Distribution Date upon which the Certificate Principal Balance
                  of the
                  Group 3 Floating Rate Certificates has been reduced to zero, 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
                  Amounts:

              	 
	 	 
	
                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
                  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.

                 

              
	
                Fixed
                  Rate:

                 

              	
                4.96%

                 

              
	
                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:

                 

              	
                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 Option:

                 

              	
                USD-LIBOR-BBA

                 

              
	
                Designated
                  Maturity:

                 

              	
                One
                  month

                 

              
	
                Floating
                  Rate Day

              	 
	
                Count
                  Fraction:

                 

              	
                Actual/360

                 

              
	
                Reset
                  Dates:

                 

              	
                The
                  first day of each Calculation Period.

                 

              
	
                Compounding:

                 

              	
                Inapplicable

                 

              
	
                Business
                  Days:

                 

              	
                New
                  York

                 

              
	
                Business
                  Day Convention:

                 

              	
                Following

                 

              


      

      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  Section 5(a)(i) is hereby amended by replacing the word
                  “third” with the word “first”; provided, further, that notwithstanding
                  anything to the contrary in Section 5(a)(i), 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).

              


      

       

      
        	
                (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).

              


      

       

      
        	
                (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, provided, however,
                  that,
                  notwithstanding the foregoing, an Event of Default shall not occur
                  under
                  either Section 5(a)(vi)(1) or Section 5(a)(vi)(2) if (A) (I) the
                  default,
                  or other similar event or condition referred to in Section 5(a)(vi)(1)
                  or
                  the failure to pay referred to in Section 5(a)(vi)(2) is a failure
                  to pay
                  or deliver caused by an error or omission of an administrative
                  or
                  operational nature, and (II) funds or the asset to be delivered
                  were
                  available to such party to enable it to make the relevant payment
                  or
                  delivery when due and (III) such payment or delivery is made within
                  three
                  (3) Local Business Days following receipt of written notice from
                  an
                  interested party of such failure to pay, or (B) such party was
                  precluded
                  from paying, or was unable to pay, using reasonable means, through
                  the
                  office of the party through which it was acting for purposes of
                  the
                  relevant Specified Indebtedness, by reason of force majeure, act
                  of State,
                  illegality or impossibility.  For purposes of Section
                  5(a)(vi), solely with respect to Party
                  A:

              


      

       

      “Specified
        Indebtedness” will have the meaning specified in Section 14, except that such
        term shall not include obligations in respect of deposits received in the
        ordinary course of Party A’s banking business.

       

      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the shareholders’ equity of Party A or, if applicable, a guarantor under an
        Eligible Guarantee with credit ratings at least equal to the S&P Required
        Ratings Threshold and the Fitch First Trigger Ratings Threshold (as shown
        in the
        most recent annual audited financial statements of such entity determined
        in
        accordance with generally accepted accounting principles).

       

      
        	
                (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  not 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 except that, for purposes of the application of Section
                  5(b)(ii)
                  to Party A, Section 5(b)(ii) is hereby amended by deleting the
                  words “(x)
                  any action taken by a taxing authority, or brought in a court of
                  competent
                  jurisdiction, on or after the date on which a Transaction is entered
                  into
                  (regardless of whether such action is taken or brought with respect
                  to a
                  party to this Agreement) or (y)”, and the “Tax Event”
                  provisions of Section 5(b)(ii) 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 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)  

              	
                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, a Firm Offer which is (1) made by an Eligible Replacement,
        (2) 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 Eligible Replacement to enter into a Replacement
        Transaction, and (3) 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 is to be
        included.

       

      
        	
                (B)  

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following:

              


      

       

      “Settlement
        Amount” means, with respect to any Early Termination Date, an
        amount (as determined by Party B) equal to:

       

      
        	
                (a)  

              	
                if,
                  on or prior to such Early Termination Date, a Market Quotation
                  for the
                  relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding, the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation;

              


      

       

      
        	
                (b)  

              	
                if,
                  on such Early Termination Date, no Market Quotation for the relevant
                  Terminated Transaction or group of Terminated Transactions has
                  been
                  accepted by Party B so as to become legally binding and one or
                  more Market
                  Quotations from Approved Replacements have been communicated to
                  Party B
                  and remain capable of becoming legally binding upon acceptance
                  by Party B,
                  the Termination Currency Equivalent of the amount (whether positive
                  or
                  negative) of the lowest of such Market Quotations (for the avoidance
                  of
                  doubt, (I) a Market Quotation expressed as a negative number is
                  lower than
                  a Market Quotation expressed as a positive number and (II) the
                  lower of
                  two Market Quotations expressed as negative numbers is the one
                  with the
                  largest absolute value); or

              


      

       

      
        	
                (c)  

              	
                if,
                  on such Early Termination Date, no Market Quotation for the relevant
                  Terminated Transaction or group of Terminated Transactions is accepted
                  by
                  Party B so as to become legally binding and no Market Quotation
                  from an
                  Approved Replacement has been communicated to Party B and remains
                  capable
                  of becoming legally binding upon acceptance by Party B, Party B’s Loss
                  (whether positive or negative and without reference to any Unpaid
                  Amounts)
                  for the relevant Terminated Transaction or group of Terminated
                  Transactions.”

              


      

       

      
        	
                (C)  

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Early Termination
                  Date.

              


      

       

      
        	
                (D)  

              	
                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).”

       

      
        	
                (E)  

              	
                At
                  any time on or before the Early Termination Date at which two or
                  more
                  Market Quotations from Approved Replacements have been communicated
                  to
                  Party B and remain capable of becoming legally binding upon acceptance
                  by
                  Party B, Party B shall be entitled to accept only the lowest of
                  such
                  Market Quotations (for the avoidance of doubt, (I) a Market Quotation
                  expressed as a negative number is lower than a Market Quotation
                  expressed
                  as a positive number and (II) the lower of two Market Quotations
                  expressed
                  as negative numbers is the one with the largest absolute
                  value).

              


      

       

      
        	
                (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.

              


      

       

      
        	
                (ii)  

              	
                The
                  Second Method will apply.

              


      

       

      
        	
                (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: 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):

              


      

       

      It
        is a “foreign person” within the
        meaning of the applicable U.S. Treasury Regulations concerning information
        reporting and backup withholding tax (as in effect on January 1, 2001), unless
        Party A provides written notice to Party B that it is no longer a foreign
        person. In respect of any Transaction it enters into through an office or
        discretionary agent in the United States or which otherwise is allocated
        for
        United States federal income tax purposes to such United States trade or
        business, each payment received or to be received by it under such Transaction
        will be effectively connected with its conduct of a trade or business in
        the
        United States.

       

      
        	
                (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, and Section 2(d)(ii) shall not apply to Party B as Y, in each
                  case such
                  that Party B shall not be required to pay any additional amounts
                  referred
                  to therein.

              


      

       

      
        	
                (ii)  

              	
                Indemnifiable
                  Tax.  The definition of “Indemnifiable Tax” in Section
                  14 is deleted in its entirety and replaced with the
                  following:

              


      

       

      “Indemnifiable
        Tax” means, in relation to payments by Party A, any Tax and, in
        relation to payments by Party B, no 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-8ECI (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 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.

                 

              	 	
                (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 A, (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

                 

              	 	
                Promptly
                  upon becoming publicly available

                 

              	
                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

                 

              	 	
                Promptly
                  upon becoming publicly available

                 

              	
                Yes

                 

              
	
                Party
                  A

                 

              	
                An
                  opinion of counsel to Party A reasonably acceptable to Party
                  B.

                 

              	 	
                Upon
                  the execution and delivery of this Agreement

                 

              	
                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:

       

      Any
        notice to Party A relating to a particular Transaction shall be delivered
        to the
        address or facsimile number specified in the Confirmation of such
        Transaction.  Any notice delivered for purposes of Sections 5 and 6
        (other than notices under Section 5(a)(i) with respect to Party A) of this
        Agreement shall be delivered to the following address:

      


      Deutsche
        Bank AG, Head Office

      Taunusanlage
        12

      60262
        Frankfurt

      GERMANY

      Attention:  Legal
        Department

      Fax
        No:  0049 69 910 36097

      


      Address
        for notices or communications to Party B:

       

      
        	
                Address:

              	
                388
                  Greenwich St., 14th Floor

              
	 	
                New
                  York, NY 10013

              
	
                Attention:

              	
                Jennifer
                  McCourt

              
	
                Facsimile:

              	
                (212)
                  816-5527

              
	
                Phone:

                 

              	
                (212)
                  816-5680

                 

              


      

      (For
        all
        purposes)

       

      With
        a
        copy to:

       

      
        	
                Address:

              	
                111
                  Wall Street, 15th Floor

              
	 	
                New
                  York, NY 10005

              
	
                Attention:

              	
                Citibank,
                  N.A.

              
	 	
                Specialist
                  Yanet Encarnacion

              
	
                Facsimile:

              	
                212-657-1020

              
	
                Phone:

              	
                212-657-3390

              
	
                E-mail:

              	
                Yanet.Encarnacion@citigroup.com

              


      

      


      
        	
                (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.

              


      

       

      
        	
                (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; provided,
                  however, that if an Event of Default shall have occurred with respect
                  to
                  Party A, Party B shall have the right to appoint as Calculation
                  Agent a
                  financial institution which would qualify as a Reference Market-maker,
                  reasonably acceptable to Party A, the cost for which shall be borne
                  by
                  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, solely in respect of Party B’s obligations under
                  Paragraph 3(b) of 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.  “Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement, including for purposes of Section
                  6(b)(ii).

              


      

       

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        of this page intentionally left blank.]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Part
        5.  Other
        Provisions.

       

      
        	
                (a)  

              	
                Definitions.
                  Unless otherwise specified in a Confirmation, this Agreement
                  and
                  each Transaction under this Agreement are subject to the 2000 ISDA
                  Definitions as published and copyrighted in 2000 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)  

              	
                Conditions
                  Precedent.                                           Section
                  2(a)(iii) is hereby amended by adding the following at the end
                  thereof:

              


      

       

      Notwithstanding
        anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
        with
        respect to Party B or Potential Event of Default with respect to Party B
        has
        occurred and been continuing for more than 30 Local Business Days and no
        Early
        Termination Date in respect of the Affected Transactions has occurred or
        been
        effectively designated by Party A, the obligations of Party A under Section
        2(a)(i) shall cease to be subject to the condition precedent set forth in
        Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
        of
        Default or such Potential Event of Default (the “Specific
        Event”); provided, however, for the avoidance of doubt, the obligations
        of Party A under Section 2(a)(i) shall be subject to the condition precedent
        set
        forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect to
        any
        subsequent occurrence of the same Event of Default with respect to Party
        B or
        Potential Event of Default with respect to Party B after the Specific Event
        has
        ceased to be continuing and with respect to any occurrence of any other Event
        of
        Default with respect to Party B or Potential Event of Default with respect
        to
        Party B that occurs subsequent to the Specific Event.

       

      
        	
                (iii)  

              	
                Change
                  of Account.  Section 2(b) is hereby amended by the
                  addition of the following after the word “delivery” in the first line
                  thereof:  “to another account in the same legal and tax
                  jurisdiction as the original
                  account”.

              


      

       

      
        	
                (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 and (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.

              


      

       

      
        	
                (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 the words “or if a Tax Event Upon Merger occurs
                  and the Burdened Party is the Affected Party,” and 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” and (ii) by deleting the words “to transfer” and
                  inserting the words “to effect a Permitted Transfer” in lieu
                  thereof.

              


      

       

      
        	
                (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)  

              	
                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.

              


      

       

      
        	
                (B)  

              	
                A
                  Fitch Second Trigger Downgrade Event has occurred and is continuing
                  and at
                  least 30 calendar days have elapsed since such Fitch Second Trigger
                  Downgrade Event first occurred.

              


      

       

      
        	
                (iii)  

              	
                Amendment
                  of 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 (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, master servicer, securities administrator, trustee or
                  other
                  service provider) under this Agreement, an Additional Termination
                  Event
                  shall have occurred with respect to Party B and Party B shall be
                  the sole
                  Affected Party with respect to such Additional Termination
                  Event.

              


      

       

      
        	
                (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 Fitch First Trigger Ratings
                  Threshold.

              


      

       

      
        	
                (e)  

              	
                Compliance
                  with Item 1115 of Regulation
                  AB.

              


      

       

      Party
        A
        and Party B hereby agree that the terms of the Item 1115 Agreement, dated
        as of
        October 31, 2007 (the “Item 1115 Agreement”), among Citigroup
        Global Markets Realty Corp., Citigroup Mortgage Loan Trust, Inc., and Deutsche
        Bank AG, New York Branch, shall be incorporated by reference into this Agreement
        and Party B shall be an express third party beneficiary of the Item 1115
        Agreement.  A copy of the Item 1115 Agreement is annexed hereto at
        Annex B.

       

      
        	
                (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 and Fitch, except
        that:

       

      
        	
                (a)  

              	
                Party
                  A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                  or the
                  Item 1115 Agreement, (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 (Merger or Consolidation of Trustee
                  or
                  Trust Administrator) 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, take any reasonable steps
                  required to be taken by Party B to effect such
                  transfer.

              


      

       

      
        	
                (g)  

              	
                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
                  Grantor
                  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 the 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 Grantor Trust and the proceeds
                  thereof, should be insufficient to satisfy all claims outstanding
                  and
                  following the realization of the account held by the Grantor Trust and
                  the proceeds thereof, any claims against or obligations of Party
                  B under
                  the ISDA Master Agreement or any other confirmation thereunder
                  still
                  outstanding shall be extinguished and thereafter not
                  revive.  Neither the Paying Agent nor the Grantor Trust Trustee
                  shall have any 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 account held by the Grantor 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 and Fitch.

              


      

       

      
        	
                (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 Grantor 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)  

              	
                Grantor
                  Trust Trustee Liability Limitations.  It is expressly
                  understood and agreed by the parties hereto that (a) this Agreement
                  is
                  executed and delivered by U.S. Bank National Association (“US Bank”) not
                  in its individual capacity, but solely as Grantor Trust Trustee
                  under the
                  Pooling and Servicing Agreement in the exercise of the powers and
                  authority conferred and invested in it thereunder; (b) Grantor
                  Trust
                  Trustee 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, warranties, covenants, undertakings
                  and
                  agreements herein made on behalf of the Grantor Trust is made and
                  intended
                  not as a personal representation of the Grantor Trust Trustee but
                  is made
                  and intended for the purpose of binding only the Grantor Trust;
                  and (d)
                  nothing herein contained shall be construed as creating any liability
                  on
                  US Bank or Citibank, N.A., as Paying Agent, 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 and by any person claiming by, through
                  or
                  under such parties and (e) under no circumstances shall US Bank
                  or
                  Citibank, N.A., as Paying Agent, in its individual capacity be
                  personally
                  liable for the payment of any indemnity, indebtedness, fees or
                  expenses of
                  the Grantor Trust or any payments hereunder or for the breach or
                  failure
                  of any obligation, representation, warranty or covenant made or
                  undertaken
                  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 the appointment of
                  the Trustee, Paying Agent, and the Grantor Trust Trustee under
                  the Pooling
                  and Servicing Agreement to carry out certain functions on behalf
                  of Party
                  B, and that the Trustee, Paying Agent, and the Grantor Trust Trustee
                  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.  Each party agrees to
                  provide such recording to the other party upon reasonable
                  request.

              


      

       

      
        	
                (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)  

              	
                Payment
                  Instructions.  Party A hereby agrees that, unless
                  notified in writing by Party B of other payment instructions, any
                  and all
                  amounts payable by Party A to Party B under this Agreement shall
                  be paid
                  to the account specified in Item 4 of this Long-form Confirmation,
                  below.

              


      

       

      
        	
                (v)  

              	
                Additional
                  representations.

              


      

       

      
        	
                (i)  

              	
                Representations
                  of Party A.  Party A represents to Party B on the date
                  on which Party A enters into each Transaction that Party A’s obligations
                  under this Agreement rank pari passu with all of Party A’s other
                  unsecured, unsubordinated obligations except those obligations
                  preferred
                  by operation of law.

              


      

       

      
        	
                (ii)  

              	
                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 Grantor Trust
                  Trustee represents to Party A on the date on which the Grantor
                  Trust
                  Trustee executes this Agreement that it is executing the Agreement
                  in its
                  capacity as Grantor Trust Trustee.

              


      

       

      
        	
                (w)  

              	
                Acknowledgements.

              


      

       

      
        	
                (i)  

              	
                Substantial
                  financial transactions.  Each party hereto is hereby
                  advised and acknowledges as of the date hereof that the other party
                  has
                  engaged in (or refrained from engaging in) substantial financial
                  transactions and has taken (or refrained from taking) other material
                  actions in reliance upon the entry by the parties into the Transaction
                  being entered into on the terms and conditions set forth herein
                  and in the
                  Pooling and Servicing Agreement relating to such Transaction, as
                  applicable. This paragraph shall be deemed repeated on the trade
                  date of
                  each Transaction.

              


      

       

      
        	
                (ii)  

              	
                Bankruptcy
                  Code.  Subject to Part 5(m), without limiting the
                  applicability if any, of any other provision of the U.S. Bankruptcy
                  Code
                  as amended (the “Bankruptcy Code”) (including without limitation Sections
                  362, 546, 556, and 560 thereof and the applicable definitions in
                  Section
                  101 thereof), the parties acknowledge and agree that all Transactions
                  entered into hereunder will constitute “forward contracts” or “swap
                  agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
                  contracts” as defined in Section 761 of the Bankruptcy Code, that the
                  rights of the parties under Section 6 of this Agreement will constitute
                  contractual rights to liquidate Transactions, that any margin or
                  collateral provided under any margin, collateral, security, pledge,
                  or
                  similar agreement related hereto will constitute a “margin payment” as
                  defined in Section 101 of the Bankruptcy Code, and that the parties
                  are
                  entities entitled to the rights under, and protections afforded
                  by,
                  Sections 362, 546, 556, and 560 of the Bankruptcy
                  Code.

              


      

       

      
        	
                (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 Fitch 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 obligations of Party A under this Agreement (or, solely
        for
        purposes of the definition of Eligible Replacement, all present and future
        obligations 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 (together
        with a
        legal opinion from a law firm confirming the enforceability of the guarantee)
        the form and substance of which guarantee and legal opinion are subject to
        the
        Rating Agency Condition with respect to S&P and Fitch, and either (A) a law
        firm has given a legal opinion confirming that none of the guarantor’s payments
        to Party B under such guarantee will be subject to deduction or Tax collected
        by
        withholding, or (B) such guarantee provides that, in the event that any of
        such
        guarantor’s payments to Party B are subject to deduction or Tax collected by
        withholding, such guarantor is required to pay such additional amount as
        is
        necessary to ensure that the net amount actually received by Party B (free
        and
        clear of any Tax collected by withholding) will equal the full amount Party
        B
        would have received had no such deduction or withholding been required, or
        (C)
        in the event that any payment under such guarantee is made net of deduction
        or
        withholding for Tax, Party A is required, under Section 2(a)(i), to make
        such
        additional payment as is necessary to ensure that the net amount actually
        received by Party B from the guarantor will equal the full amount Party B
        would
        have received had no such deduction or withholding been required.

       

      “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, in either case if S&P is a Rating
        Agency, and (II) (x) which has credit ratings from Fitch
        at least equal to the applicable Fitch First 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 Fitch
        at
        least equal to the Fitch First Trigger Ratings Threshold, in either case
        if
        Fitch is a Rating Agency, (C) that has executed an Item
        1115 Agreement with Depositor.

       

      “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.

       

      “Fitch”
        means Fitch Ratings Ltd., or any successor thereto.

       

      “Fitch
        First Trigger Ratings Threshold” means, with respect to Party A,
        the guarantor under an Eligible Guarantee, or an Eligible Replacement, a
        long-term unsecured and unsubordinated debt rating from Fitch of “A” and a
        short-term unsecured and unsubordinated debt rating from Fitch of
“F1”.

       

       “Fitch
        Second Trigger Downgrade Event” means that no Relevant Entity has
        credit ratings from Fitch at least equal to the Fitch Second Trigger Ratings
        Threshold.

       

      “Fitch
        Second Trigger Ratings Threshold” means, with respect to Party A,
        the guarantor under an Eligible Guarantee, or an Eligible Replacement, a
        long-term unsecured and unsubordinated debt rating from Fitch of
“BBB-”.

       

      “Permitted
        Transfer” means a transfer by novation by Party A, pursuant to
        Section 6(b)(ii) or the Item 1115 Agreement, or which is described in Sections
        7(a)(2) or (3) (as amended herein), 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; (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) the
        Rating
        Agency Condition is satisfied with respect to S&P and Fitch; (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 the party proposing such act or
        failure
        to act must consult with each of the specified Rating Agencies and receive
        from
        each such Rating Agency 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 Fitch, to the extent that each such rating agency is then providing
        a rating for any of the Citigroup Mortgage Loan Trust Inc., Mortgage
        Pass-Through Certificates, Series 2007-10 (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.

       

      “Required
        Ratings Threshold” means each of the S&P Required Ratings
        Threshold, and the Fitch 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.

       

      [Remainder
        of this page intentionally left blank.]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

      


      
        	
                Item
                  4.

              	
                Account
                  Details and Settlement Information:

              


      

       

      Payments
        to Party A:

       

      
        	
                A/C
                  With:

              	
                DB
                  Trust Co. Americas, New York

              
	
                Swift
                  Code:

              	
                BKTRUUS33
                  / ABA 021001033

              
	
                Favour
                  of:

              	
                Deutsche
                  Bank AG, New York

              
	
                Account
                  Number:

              	
                01
                  473 969

              
	
                Reference:

                 

              	
                N716442N

                 

              


      

      Payments
        to Party B:

       

      
        	 	
                Citibank,
                  N.A.

              
	 	
                ABA#
                  021000089

              
	 	
                Acct.
                  No. 3617-2242

              
	 	
                Acct
                  Name: Structured Finance Incoming Wire Account

              
	 	
                Ref:
                  CMLTI 2007-10 ASTRA A/C# 107116

              


      

      


       

      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.

       

      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,

       

      
        	
                DEUSTCHE
                  BANK AG, NEW YORK BRANCH

                 

                 

              
	 	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Authorized
                  Signatory

              
	 
	 
	 
	 	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Authorized
                  Signatory

              


      

      


      


      


       

      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS THE GRANTOR TRUST TRUSTEE
        ON BEHALF OF THE GRANTOR TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN
        TRUST
        INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-10

      


      


      
        	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Annex
        A

       

      Paragraph
        13 of the Credit Support Annex

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Annex
        B

       

      Item
        1115 Agreement

      


      


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	 


    

    ANNEX
      A

     

    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of October 31, 2007 between

    Deutsche
      Bank AG, New York Branch (hereinafter referred to as “Party
      A” or “Pledgor”)

    and

    U.S.
      Bank
      National Association, not individually, but solely as grantor trust trustee
      (the
“Grantor Trust Trustee”) on behalf of the grantor trust with respect to the
      Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
      2007-10 (the “Grantor Trust”)

     (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, between Party
      A and
      Party B, Reference Number N716442N.

     

    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 Fitch Credit Support Amount for such Valuation
                Date exceeds (b) the Fitch 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 Fitch Value, as of such Valuation Date, of
                all
                Posted Credit Support held by the Secured Party exceeds (b) the Fitch
                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)  

            	
              “Credit
                Support Amount” shall not apply.  For purposes of
                calculating any Delivery Amount or Return Amount for any Valuation
                Date,
                reference shall be made to the S&P Credit Support Amount or the Fitch
                Credit Support Amount in each case for such Valuation Date, as provided
                in
                Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                above.

            


    

     

    
      	
              (ii)  

            	
              Eligible
                Collateral.

            


    

     

    On
      any
      date, the following items will qualify as “Eligible
      Collateral” (for the avoidance of doubt, all Eligible Collateral
      to be denominated in USD):

     

    
      	
              Collateral

               

            	
              S&P
                Approved Ratings Valuation 

              Percentage

               

            	
              S&P
                Required Ratings Valuation 

              Percentage

               

            	
              Fitch
                Valuation 

              Percentage

               

            
	
              (A) 
                Cash

            	
              100%

            	
              80%

            	
              100%

            
	 	 	 	 
	
              (B)  
                Fixed-rate negotiable debt obligations issued by the U.S. Treasury
                Department having a remaining maturity on such date of not more than
                one
                year

            	
              98.0%

            	
              78.4%

            	
              99.5%

            
	 	 	 	 
	
              (C)  
                Fixed-rate negotiable debt obligations issued by the U.S. Treasury
                Department having a remaining maturity on such date of more than
                one year
                but not more than ten years

            	
              92.6%

            	
              74.1%

            	
              93.9%

            
	 	 	 	 
	
              (D)  
                Fixed-rate negotiable debt obligations issued by the U.S. Treasury
                Department having a remaining maturity on such date of more than
                ten years
                but not more than 15 years

            	
              84.6%

            	
              67.7%

            	
              92.7%

            
	 	 	 	 


    

    


    
      	
              (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.

            


    

     

    “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.

     

    “Fitch
      Threshold” means, with respect to Party A and any Valuation Date,
      if a Fitch First Trigger Downgrade Event has occurred and is continuing and
      such
      Fitch First Trigger Downgrade Event has been continuing (i) for at least 30
      calendar days or (ii) since this Annex was executed, zero; otherwise,
      infinity.

     

    “Threshold”
      means, with respect to Party B and any Valuation Date, infinity.

     

    
      	
              (B)  

            	
              “Minimum
                Transfer Amount” means USD 25,000 with respect to Party A
                and Party B.

            


    

     

    
      	
              (C)  

            	
              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; provided, however, that if an Event
                of
                Default shall have occurred with respect to which Party A is the
                Defaulting Party, Party B shall have the right to designate as Valuation
                Agent an independent party, reasonably acceptable to Party A, the
                cost for
                which shall be borne by Party A.  All calculations by the
                Valuation Agent must be made in accordance with standard market practice,
                including, in the event of a dispute as to the Value of any Eligible
                Credit Support or Posted Credit Support, by making reference to quotations
                received by the Valuation Agent from one or more Pricing
                Sources.

            


    

     

    
      	
              (ii)  

            	
              “Valuation
                Date” means the first Local Business Day in each week on
                which any of the S&P Threshold or the Fitch 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.

            


    

     

    
      	
              (v)  

            	
              External
                Verification.  Notwithstanding anything to the
                contrary in the definitions of Valuation Agent or Valuation Date,
                at any
                time at which a Fitch Intermediate Trigger Downgrade Event has occurred
                and is continuing with respect to Party A (or, to the extent applicable,
                its Credit Support Provider), the Valuation Agent shall (A) calculate
                the
                Secured Party’s Exposure and the Fitch Value of Posted Credit Support on
                each Valuation Date based on internal marks and (B) verify such
                calculations with external marks weekly by obtaining on the last
                Local
                Business Day of each calendar month one external mark for each Transaction
                to which this Annex relates and for all Posted Credit
                Support.  Each external mark in respect of a Transaction shall
                be obtained from an independent Reference Market-maker that would
                be
                eligible and willing to enter into such Transaction in the absence
                of the
                current derivative provider, provided that an external mark may not
                be
                obtained from the same Reference Market-maker more than four times
                in any
                12-month period.  The Valuation Agent shall obtain these
                external marks directly or through an independent third party, in
                either
                case at no cost to Party B.  The Valuation Agent shall calculate
                on each Valuation Date (for purposes of this paragraph, the last
                Local
                Business Day in each calendar month referred to above shall be considered
                a Valuation Date) the Secured Party’s Exposure based on the greater of the
                Valuation Agent’s internal marks and the external mark
                received.  If the Fitch Value on any such Valuation Date of all
                Posted Credit Support then held by the Secured Party is less than
                the
                Fitch Credit Support Amount on such Valuation Date (in each case
                as
                determined pursuant to this paragraph), Party A shall, within three
                Local
                Business Days of such Valuation Date, Transfer to the Secured Party
                Eligible Credit Support having an Fitch Value as of the date of Transfer
                at least equal to such deficiency.

            


    

     

    
      	
              (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:
                any Additional Termination Event with respect to which Party A is
                the sole
                Affected Party.  With respect to 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 Fitch Value on any date, of
                Eligible Collateral will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the sum
      of
      (A) the product of (1)(x) the bid price 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 bid price for such securities quoted at the Valuation
      Time by any principal market maker for such securities selected by the Valuation
      Agent, 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 any
                Custodian) will be entitled to hold Posted Collateral pursuant to
                Paragraph 6(b).

            


    

     

    Party
      B
      may appoint as Custodian (A) the entity then serving as Grantor Trust Trustee
      or
      (B) any entity other than the entity then serving as Grantor Trust Trustee
      if
      such other entity (or, to the extent applicable, its parent company or credit
      support provider) (i) shall then have credit ratings from S&P and Fitch at
      least equal to the Custodian Required Rating Threshold, and (ii) is a depository
      institution that (a) is subject to supervision or examination by a federal
      or
      state authority, (b) has a combined capital and surplus of at least $15 million
      and (c) is qualified to do business in New York.

     

    Initially,
      the Custodian for Party B is:  Paying
      Agent.

     

    
      	
              (ii)  

            	
              Use
                of Posted Collateral.  The provisions of Paragraph
                6(c) will not apply to Party B or its Custodian; provided, however,
                that
                if Party A delivers Posted Collateral in book-entry form, then Paragraph
                6(c)(ii) will apply to Party B and its Custodian, and Party B and
                its
                Custodian shall have the rights specified in Paragraph
                6(c)(ii).

            


    

     

    
      	
              (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 (unless (x) an Event of Default or an Additional Termination Event
                has
                occurred with respect to which Party A is the defaulting or sole
                Affected
                Party or (y) an Early Termination Date has been designated, in which
                case
                such Posted Collateral shall be held uninvested).  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)  

            	
              Transfer
                of Interest Amount. The Transfer of the Interest Amount will
                be made on the second Local Business Day following the end of each
                calendar month and on any other Local Business Day on which Posted
                Collateral in the form of Cash is Transferred to the Pledgor pursuant
                to
                Paragraph 3(b); provided, however, that the obligation of Party B
                to
                Transfer any Interest Amount to Party A shall be limited to the extent
                that Party B has earned and received such funds and such funds are
                available to Party B.  The last sentence of Paragraph 6(d)(ii)
                is hereby amended by adding the words “actually received by Party B but”
                after the words “Interest Amount or portion
                thereof”.

            


    

     

    
      	
              (iii)  

            	
              Alternative
                to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
                amended herein) will apply.

            


    

     

    
      	
              (iv)  

            	
              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).”

     

    
      	
              (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:

     

    388
      Greenwich St., 14th Floor

    New
      York,
      NY 10013

    Facsimile:  (212)
      816-5527

    Telephone:  (212)
      816-5680

    


    
      	
              (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.

            


    

     

    
      	
              A/C
                With:

            	
              DB
                Trust Co. Americas, New York

            
	
              Swift
                Code:

            	
              BKTRUUS33
                / ABA 021001033

            
	
              Favour
                of:

            	
              Deutsche
                Bank AG, New York

            
	
              Account
                Number:

            	
              01
                473 969

            
	
              Reference:

            	
              N716442N

            


    

    


    Party
      B’s
      Custodian account details for holding collateral:

     

    FED
      Items

    Citibank
      NYC/Cust + A/C# 107116

    Account
      Name:  Structured Finance Collateral Account

    ABA
      #:
      021000089

    Attn:  CMLTI
      2007-10 Collateral Account

    


    DTC
      Items

    Citibank
      Broker Participant Code: 0908

    Account#:
      107116

    Account
      Name:  Structured Finance Collateral Account

    Attn:  CMLTI
      2007-10 Collateral Account

    


    
      	
              (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,
                Fitch Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value and a Fitch Value” and (B) deleting the words “equal to the Value”
                and inserting in lieu thereof “which does not exceed the S&P Value and
                Fitch Value, respectively”.  Paragraph 5 (flush language) is
                hereby amended by deleting the word “Value” and inserting in lieu thereof
                “S&P Value or Fitch Value”.  Paragraph 5(i) (flush language)
                is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “the S&P Value and Fitch Value”.  Paragraph 5(i)(C)
                is hereby amended by  deleting the word “the Value” and
                inserting in lieu thereof “any one or more of the S&P Value or Fitch
                Value, as the case 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 or Fitch
                Value”  and (2) deleting the second instance of the words “the
                Value” and inserting in lieu thereof “such disputed S&P Value or Fitch
                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 “lesser of the S&P Value and Fitch
                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.  Paragraph 7 will not apply to cause
                any Event of Default to exist with respect to Party B except that
                Paragraph 7(i) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b) of the Credit Support
                Annex.

            


    

     

    
      	
              (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.”

            


    

     

    
      	
              (viii)  

            	
              Additional
                Definitions.  As used in this
                Annex:

            


    

     

    “Custodian
      Required Rating Threshold” means, with respect to an entity, (i) 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+”, and (ii) a long-term unsecured and
      unsubordinated debt rating from Fitch of “BBB” and a short-term unsecured and
      unsubordinated debt rating from Fitch of “F2”.

     

    “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 “with terms that are, in all material
      respects, no less beneficial for Party B than those of this Agreement” shall be
      added.

     

    “Fitch
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Fitch at least equal to the Fitch First Trigger Ratings
      Threshold.

     

    “Fitch
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Fitch Threshold for such Valuation Date is zero, an amount equal
                to
                the sum of (1) 100.0% of the Secured Party’s Exposure for such Valuation
                Date and (2) the sum, for each Transaction to which this Annex relates,
                of
                the product of (i) the related Fitch Volatility Cushion for such
                Transaction, (ii) the Scale Factor (as defined in the related
                Confirmation), if any, for such Transaction or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                of
                such Transaction for the Calculation Period of such Transaction which
                includes such Valuation Date, and (iv) 105%,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the Fitch Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Fitch
      Intermediate Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, a
      long-term unsecured and unsubordinated debt rating from Fitch of “BBB+” and a
      short-term unsecured and unsubordinated debt rating from Fitch of
“F2”.

     

    “Fitch
      Intermediate Trigger Downgrade Event” means that no Relevant
      Entity has credit ratings from Fitch at least equal to the Fitch Intermediate
      Ratings Threshold.

     

    “Fitch
      Valuation Percentage” means, for any Valuation Date and each item
      of Eligible Collateral, the corresponding percentage for such Eligible
      Collateral in the column headed “Fitch Valuation Percentage”.

     

    “Fitch
      Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the product of (x) the bid price obtained by the
      Valuation Agent for such Eligible Collateral and (y) the Fitch Valuation
      Percentage for such Eligible Collateral set forth in paragraph
      13(b)(ii).

     

    “Fitch
      Volatility Cushion” means, for any Transaction, the related
      percentage set forth in the following table:

     

     

      
        	
                Remaining
                  Weighted Average Maturity of such Transaction (years), assuming
                  a zero
                  prepayment rate and zero default in the underlying collateral
                  pool

              	
                1

              	
                2

              	
                3

              	
                4

              	
                5

              	
                6

              	
                7

              	
                8

              	
                9

              	
                10

              
	
                Volatility
                  Cushion for interest rate caps (%)

              	
                0.6

              	
                1.6

              	
                2.6

              	
                3.4

              	
                4.2

              	
                4.8

              	
                5.5

              	
                5.9

              	
                6.4

              	
                7.0

              
	
                Volatility
                  Cushion for fixed-for-floating interest rate swaps (%)

              	
                0.4

              	
                1.3

              	
                2.1

              	
                2.8

              	
                3.3

              	
                4.0

              	
                4.0

              	
                4.3

              	
                4.5

              	
                5.0

              
	
                Volatility
                  Cushion for basis swaps (%)

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              	
                0.19

              


      

    

     

    “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.

     

    “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.

     

    “Pricing
      Sources” means the sources of financial information commonly known
      as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
      Data
      Services, International Securities Market Association, Merrill Lynch Securities
      Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
      JJ
      Kenny, S&P and Telerate.

     

    “Remaining
      Weighted Average Maturity” means, with respect to a
      Transaction, the expected weighted average maturity for such Transaction as
      determined by the Valuation Agent.

     

    “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 Secured Party’s Exposure;

            


    

     

    
      	
               

            	
              (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
                125% of
                the Secured Party’s Exposure; 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 a 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 paragraph 13(b)(ii) 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 Fitch Value with respect to  any Eligible Collateral or
      Posted Collateral, the applicable S&P Valuation Percentage or Fitch
      Valuation Percentage for such Eligible Collateral or Posted Collateral,
      respectively, in each case as set forth in Paragraph 13(b)(ii).

     

    “Value”
      shall mean, in respect of any date, the related S&P Value and the related
      Fitch 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.

     

    


    
      	
              DEUSTCHE
                BANK AG, NEW YORK BRANCH

            	 	
              U.S.
                Bank National Association, not individually, but solely as the Grantor
                Trust Trustee on behalf of the Grantor Trust with respect to the
                Citigroup
                Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                2007-10

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              Name:

            	 	 	
              Name:

            
	 	
              Authorized
                Signatory

            	 	 	
              Title:

            
	 	
              Date:

            	 	 	
              Date:

            
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	 	 
	 	
              Name:

            	 	 	 
	 	
              Authorized
                Signatory

            	 	 	 
	 	
              Date:

            	 	 	 


    

    


     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    As
      filed
      on October 31, 2007