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 June 1, 2006

      _________________________________________

       

      Mortgage
        Pass-Through Certificates

       

      Series
        2006-AR5

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      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.

              
	 	 
	
                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.

              
	 	 
	
                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.

              
	 	 
	
                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.

              
	 	 
	
                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 Custodians’ 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

              	
                [intentionally
                  omitted]

              
	
                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
                  Custodians.

              
	 	 
	
                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 1-A1A Certificate

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class 1-A1B Certificate

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class 1-AIO Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class 1-A2A Certificate

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class 1-A3A Certificate

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class 1-23B Certificate

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class 1-A4A Certificate

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class 1-A5A Certificate

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class 1-45B Certificate

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class 1-A6A Certificate

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class 1-A7A Certificate

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class 1-67B Certificate

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class 1-B1 Certificate 

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class 1-B2 Certificate 

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class 1-B3 Certificate 

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class 1-B4 Certificate

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class 1-B5 Certificate

              
	
                Exhibit
                  A-18

              	
                Form
                  of Class 1-B6 Certificate 

              
	
                Exhibit
                  A-19

              	
                Form
                  of Class 1-R Certificate

              
	
                Exhibit
                  A-20

              	
                Form
                  of Class 2-A1A Certificate

              
	
                Exhibit
                  A-21

              	
                Form
                  of Class 2-A1B Certificate

              
	
                Exhibit
                  A-22

              	
                Form
                  of Class 2-A2A Certificate

              
	
                Exhibit
                  A-23

              	
                Form
                  of Class 2-A3A Certificate

              
	
                Exhibit
                  A-24

              	
                Form
                  of Class 2-23B Certificate

              
	
                Exhibit
                  A-25

              	
                Form
                  of Class 2-A4A Certificate

              
	
                Exhibit
                  A-26

              	
                Form
                  of Class 2-A5A Certificate

              
	
                Exhibit
                  A-27

              	
                Form
                  of Class 2-45B Certificate

              
	
                Exhibit
                  A-28

              	
                Form
                  of Class 2-A6A Certificate

              
	
                Exhibit
                  A-29

              	
                Form
                  of Class 2-A7A Certificate

              
	
                Exhibit
                  A-30

              	
                Form
                  of Class 2-67B Certificate

              
	
                Exhibit
                  A-31

              	
                Form
                  of Class 2-B1 Certificate

              
	
                Exhibit
                  A-32

              	
                Form
                  of Class 2-B2 Certificate

              
	
                Exhibit
                  A-33

              	
                Form
                  of Class 2-B3 Certificate

              
	
                Exhibit
                  A-34

              	
                Form
                  of Class 2-B4 Certificate

              
	
                Exhibit
                  A-35

              	
                Form
                  of Class 2-B5 Certificate

              
	
                Exhibit
                  A-36

              	
                Form
                  of Class 2-B6 Certificate

              
	
                Exhibit
                  A-37

              	
                Form
                  of Class 2-P Certificate

              
	
                Exhibit
                  A-38

              	
                Form
                  of Class 2-R 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

              
	 	 
	
                Schedule
                  1

              	
                Mortgage
                  Loan Schedule

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      This
        Pooling and Servicing Agreement, is dated and effective as of June 1, 2006,
        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 a segregated pool of assets comprised of the Mortgage
        Loans and certain other related assets subject to this Agreement.

       

      REMIC
        I-A

       

      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-A”. The Class R-IA Residual Interest will be the sole class of
“residual interests” in REMIC I-A for purposes of the REMIC Provisions (as
        defined herein). The following table irrevocably sets forth the designation,
        the
        REMIC I-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 I-A Regular Interests (as defined
        herein). None of the REMIC I-A Regular Interests will be certificated.


       

      
        	
                Designation

              	 	
                REMIC
                  I-A 

                Remittance
                  Rate

              	 	
                Initial
                  Uncertificated Balance

              	 	
                Latest
                  Possible Maturity Date(1)

              
	
                LT-1A

              	 	
                (2)

              	 	
                $

              	
                782,824.72

              	 	
                July
                  25, 2036

              
	
                LT-1B

              	 	
                (2)

              	 	
                $

              	
                9,210,634.72

              	 	
                July
                  25, 2036

              
	
                LT-2A

              	 	
                (2)

              	 	
                $

              	
                342,958.01

              	 	
                July
                  25, 2036

              
	
                LT-2B

              	 	
                (2)

              	 	
                $

              	
                4,034,958.01

              	 	
                July
                  25, 2036

              
	
                LT-3A

              	 	
                (2)

              	 	
                $

              	
                859,243.57

              	 	
                July
                  25, 2036

              
	
                LT-3B

              	 	
                (2)

              	 	
                $

              	
                10,110,343.57

              	 	
                July
                  25, 2036

              
	
                LT-4A

              	 	
                (2)

              	 	
                $

              	
                227,441.84

              	 	
                July
                  25, 2036

              
	
                LT-4B

              	 	
                (2)

              	 	
                $

              	
                2,675,541.84

              	 	
                July
                  25, 2036

              
	
                LT-5A

              	 	
                (2)

              	 	
                $

              	
                2,398,813.22

              	 	
                July
                  25, 2036

              
	
                LT-5B

              	 	
                (2)

              	 	
                $

              	
                28,220,513.22

              	 	
                July
                  25, 2036

              
	
                LT-6A

              	 	
                (2)

              	 	
                $

              	
                170,840.38

              	 	
                July
                  25, 2036

              
	
                LT-6B

              	 	
                (2)

              	 	
                $

              	
                2,010,140.38

              	 	
                July
                  25, 2036

              
	
                LT-7A

              	 	
                (2)

              	 	
                $

              	
                356,190.89

              	 	
                July
                  25, 2036

              
	
                LT-7B

              	 	
                (2)

              	 	
                $

              	
                4,189,690.89

              	 	
                July
                  25, 2036

              
	
                LT-ZZZ

              	 	
                (2)

              	 	
                $

              	
                538,927,990.76

              	 	
                July
                  25, 2036

              
	
                LT-R

              	 	
                (2)

              	 	
                $

              	
                100.20

              	 	
                July
                  25, 2036

              


      

      


      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following 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 REMIC I-A Regular
                  Interest.

              


      

       

      
        	
                (2)

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

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      REMIC
        I-B

       

      As
        provided herein, the Trust Administrator will elect to treat the segregated
        pool
        of assets consisting of the REMIC I-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 I-B”. The Class R-IB
        Residual Interest will be the sole class of “residual interests” in REMIC I-B
        for purposes of the REMIC Provisions (as defined herein). The following table
        irrevocably sets forth the designation, the REMIC I-B Remittance 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”
in REMIC I-B.

       

      
        	
                Designation

              	 	
                REMIC
                  I-B 
Remittance Rate(2)

              	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible Maturity Date(1)

              
	
                LT1-A1A

              	 	
                Variable

              	
                $

              	
                84,278,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A1B

              	 	
                Variable

              	
                $

              	
                3,914,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A2A

              	 	
                Variable

              	
                $

              	
                36,920,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A3A

              	 	
                Variable

              	
                $

              	
                92,511,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-23B1

              	 	
                Variable

              	
                $

              	
                1,715,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-23B2

              	 	
                Variable

              	
                $

              	
                4,296,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A4A

              	 	
                Variable

              	
                $

              	
                24,481,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A5A

              	 	
                Variable

              	
                $

              	
                258,217,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-45B1

              	 	
                Variable

              	
                $

              	
                1,137,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-45B2

              	 	
                Variable

              	
                $

              	
                11,994,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A6A

              	 	
                Variable

              	
                $

              	
                18,393,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-A7A

              	 	
                Variable

              	
                $

              	
                38,335,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-67B1

              	 	
                Variable

              	
                $

              	
                854,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-67B2

              	 	
                Variable

              	
                $

              	
                1,781,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-R

              	 	
                Variable

              	
                $

              	
                100.20

              	 	 	
                July
                  25, 2036

              
	
                LT1-B1

              	 	
                Variable

              	
                $

              	
                11,788,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-B2

              	 	
                Variable

              	
                $

              	
                4,836,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-B3

              	 	
                Variable

              	
                $

              	
                3,023,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-B4

              	 	
                Variable

              	
                $

              	
                3,023,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-B5

              	 	
                Variable

              	
                $

              	
                1,511,000.00

              	 	 	
                July
                  25, 2036

              
	
                LT1-B6

              	 	
                Variable

              	
                $

              	
                1,511,126.00

              	 	 	
                July
                  25, 2036

              


      

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following 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
                  Certificates.

              


      

       

      
        	
                (2)

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

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      REMIC
        I-C

       

      As
        provided herein, the Trust Administrator will elect to treat the segregated
        pool
        of assets consisting of the REMIC I-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 I-C”. The Class R-IC
        Residual Interest will be the sole class of “residual interests” in REMIC I-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 that evidence “regular interests” in REMIC
        I-C. 

       

      
        	
                Designation

              	 	
                Pass-Through

                Rate(2)

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              


      

      
        	
                Class
                  1-A1A

              	 	
                Variable

              	 	
                $

              	
                84,278,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-A1B

              	 	
                Variable

              	 	
                $

              	
                3,914,000.00

              	
                 

              	
                July
                  25, 2036

              
	
                Class
                  1-A2A

              	 	
                Variable

              	 	
                $

              	
                36,920,000.00

              	
                 

              	
                July
                  25, 2036

              
	
                Class
                  1-A3A

              	 	
                Variable

              	 	
                $

              	
                92,511,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-23B1 Interest(3)

              	 	
                Variable

              	 	
                $

              	
                1,715,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-23B2 Interest(3)

              	 	
                Variable

              	 	
                $

              	
                4,296,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-A4A

              	 	
                Variable

              	 	
                $

              	
                24,481,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-A5A

              	 	
                Variable

              	 	
                $

              	
                258,217,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-45B1 Interest(3)

              	 	
                Variable

              	 	
                $

              	
                1,137,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-45B2 Interest(3)

              	 	
                Variable

              	 	
                $

              	
                11,994,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-A6A

              	 	
                Variable

              	 	
                $

              	
                18,393,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-A7A

              	 	
                Variable

              	 	
                $

              	
                38,335,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-67B1 Interest(3)

              	 	
                Variable

              	 	
                $

              	
                854,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-67B2 Interest(3)

              	 	
                Variable

              	 	
                $

              	
                1,781,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-AIO

              	 	
                Variable

              	 	
                $

              	
                (4)

              	 	
                July
                  25, 2036

              
	
                Class
                  1-R

              	 	
                Variable

              	 	
                $

              	
                100.20

              	 	
                July
                  25, 2036

              
	
                Class
                  1-B1

              	 	
                Variable

              	 	
                $

              	
                11,788,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-B2

              	 	
                Variable

              	 	
                $

              	
                4,836,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-B3

              	 	
                Variable

              	 	
                $

              	
                3,023,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-B4

              	 	
                Variable

              	 	
                $

              	
                3,023,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  1-B5

              	 	
                Variable

              	 	
                $

              	
                1,511,000.00

              	
                 

              	
                July
                  25, 2036

              
	
                Class
                  1-B6

              	 	
                Variable

              	 	
                $

              	
                1,511,126.00

              	 	
                July
                  25, 2036

              


      

      


      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following 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
                  Certificates.

              


      

      
        	
                (2)

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

              


      

      
        	
                (3)

              	
                The
                  Class 1-23B1 Interest and the Class 1-23B2 Interest shall be
                  uncertificated. The Class 1-23B Certificates shall represent ownership
                  of
                  the Class 1-23B1 Interest and the Class 1-23B2 Interest, and the
                  Initial
                  Certificate Principal Balance of the Class 1-23B Certificate shall
                  equal
                  $6,011,000.00, which is the sum of the initial uncertificated balances
                  of
                  the Class 1-23B1 Interest and the Class 1-23B2 Interest. The Class
                  1-45B1
                  Interest and the Class 1-45B2 Interest shall be uncertificated.
                  The Class
                  1-45B Certificates shall represent ownership of the Class 1-45B1
                  Interest
                  and the Class 1-45B2 Interest, and the Initial Certificate Principal
                  Balance of the Class 1-45B Certificate shall equal $13,131,000.00,
                  which
                  is the sum of the initial uncertificated balances of the Class
                  1-45B1
                  Interest and the Class 1-45B2 Interest. The Class 1-67B1 Interest
                  and the
                  Class 1-67B2 Interest shall be uncertificated. The Class 1-67B
                  Certificates shall represent ownership of the Class 1-67B1 Interest
                  and
                  the Class 1-67B2 Interest, and the Initial Certificate Principal
                  Balance
                  of the Class 1-67B Certificate shall equal $2,635,000.00, which
                  is the sum
                  of the initial uncertificated balances of the Class 1-67B1 Interest
                  and
                  the Class 1-67B2 Interest.

              


      

      
        	
                (4)

              	
                The
                  Class 1-AIO Certificates will not have a Certificate Principal
                  Balance,
                  but will accrue interest at the Pass-Through Rate for such class
                  on the
                  Notional Amount as defined 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)

              	 	
                $

              	
                893,973.31

              	 	
                July
                  25, 2036

              
	
                LT-1B

              	 	
                (2)

              	 	
                $

              	
                5,960,293.31

              	 	
                July
                  25, 2036

              
	
                LT-2A

              	 	
                (2)

              	 	
                $

              	
                1,234,376.42

              	 	
                July
                  25, 2036

              
	
                LT-2B

              	 	
                (2)

              	 	
                $

              	
                8,228,976.42

              	 	
                July
                  25, 2036

              
	
                LT-3A

              	 	
                (2)

              	 	
                $

              	
                873,361.69

              	 	
                July
                  25, 2036

              
	
                LT-3B

              	 	
                (2)

              	 	
                $

              	
                5,822,561.69

              	 	
                July
                  25, 2036

              
	
                LT-4A

              	 	
                (2)

              	 	
                $

              	
                474,819.72

              	 	
                July
                  25, 2036

              
	
                LT-4B

              	 	
                (2)

              	 	
                $

              	
                3,165,119.72

              	 	
                July
                  25, 2036

              
	
                LT-5A

              	 	
                (2)

              	 	
                $

              	
                668,413.71

              	 	
                July
                  25, 2036

              
	
                LT-5B

              	 	
                (2)

              	 	
                $

              	
                4,455,713.71

              	 	
                July
                  25, 2036

              
	
                LT-6A

              	 	
                (2)

              	 	
                $

              	
                431,367.66

              	 	
                July
                  25, 2036

              
	
                LT-6B

              	 	
                (2)

              	 	
                $

              	
                2,875,067.66

              	 	
                July
                  25, 2036

              
	
                LT-7A

              	 	
                (2)

              	 	
                $

              	
                543,180.25

              	 	
                July
                  25, 2036

              
	
                LT-7B

              	 	
                (2)

              	 	
                $

              	
                3,621,680.25

              	 	
                July
                  25, 2036

              
	
                LT-ZZZ

              	 	
                (2)

              	 	
                $

              	
                302,045,121.48

              	 	
                July
                  25, 2036

              
	
                LT-R

              	 	
                (2)

              	 	
                $

              	
                100.62

              	 	
                July
                  25, 2036

              
	
                LT-P

              	 	
                (3)

              	 	
                $

              	
                100.00

              	 	
                July
                  25, 2036

              


      

      


      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following 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 REMIC II-A Regular
                  Interest.

              


      

      
        	
                (2)

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

              


      

      
        	
                (3)

              	
                The
                  REMIC II-A Regular Interest LT-P is a principal only regular interest
                  and
                  will not have a REMIC II-A Remittance Rate or accrue
                  interest.

              


      

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      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 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 II-B. 

       

      
        	
                Designation

              	 	
                Pass-Through

                Rate(2)

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              


      

      
        	
                Class
                  2-A1A

              	 	
                (2)

              	 	
                $

              	
                50,663,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A1B

              	 	
                (2)

              	 	
                $

              	
                4,470,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A2A

              	 	
                (2)

              	 	
                $

              	
                69,946,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A3A

              	 	
                (2)

              	 	
                $

              	
                49,492,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-23B1 Interest(3)

              	 	
                (2)

              	 	
                $

              	
                6,172,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-23B2 Interest(3)

              	 	
                (2)

              	 	
                $

              	
                4,367,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A4A

              	 	
                (2)

              	 	
                $

              	
                26,903,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A5A

              	 	
                (2)

              	 	
                $

              	
                37,873,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-45B1 Interest(3)

              	 	
                (2)

              	 	
                $

              	
                2,374,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-45B2 Interest(3)

              	 	
                (2)

              	 	
                $

              	
                3,342,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A6A

              	 	
                (2)

              	 	
                $

              	
                24,437,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-A7A

              	 	
                (2)

              	 	
                $

              	
                30,785,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-67B1 Interest(3)

              	 	
                (2)

              	 	
                $

              	
                2,157,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-67B2 Interest(3)

              	 	
                (2)

              	 	
                $

              	
                2,716,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-R

              	 	
                (2)

              	 	
                $

              	
                100.62

              	 	
                July
                  25, 2036

              
	
                Class
                  2-P

              	 	
                (4)

              	 	
                $

              	
                100.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-B1

              	 	
                (2)

              	 	
                $

              	
                10,921,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-B2

              	 	
                (2)

              	 	
                $

              	
                4,778,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-B3

              	 	
                (2)

              	 	
                $

              	
                3,072,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-B4

              	 	
                (2)

              	 	
                $

              	
                3,584,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-B5

              	 	
                (2)

              	 	
                $

              	
                1,706,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  2-B6

              	 	
                (2)

              	 	
                $

              	
                1,535,927.00

              	 	
                July
                  25, 2036

              


      

      


      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following 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 REMIC II-B Regular
                  Interest.

              


      

      
        	
                (2)

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

              


      

      
        	
                (3)

              	
                The
                  Class 2-23B1 Interest and the Class 2-23B2 Interest shall be
                  uncertificated. The Class 2-23B Certificate shall represent ownership
                  of
                  the Class 2-23B1 Interest and the Class 2-23B2 Interest, and the
                  Initial
                  Certificate Principal Balance of the Class 2-23B Certificate shall
                  equal
                  $10,539,000.00, which is the sum of the initial uncertificated
                  balances of
                  the Class 2-23B1 Interest and the Class 2-23B2 Interest. The Class
                  2-45B1
                  Interest and the Class 2-45B2 Interest shall be uncertificated.
                  The Class
                  2-45B Certificate shall represent ownership of the Class 2-45B1
                  Interest
                  and the Class 2-45B2 Interest, and the Initial Certificate Principal
                  Balance of the Class 2-45B Certificate shall equal $5,716,000.00,
                  which is
                  the sum of the initial uncertificated balances of the Class 2-45B1
                  Interest and the Class 2-45B2 Interest. The Class 2-67B1 Interest
                  and the
                  Class 2-67B2 Interest shall be uncertificated. The Class 2-67B
                  Certificate
                  shall represent ownership of the Class 2-67B1 Interest and the
                  Class
                  2-67B2 Interest, and the Initial Certificate Principal Balance
                  of the
                  Class 2-67B Certificate shall equal $4,873,000.00, which is the
                  sum of the
                  initial uncertificated balances of the Class 2-67B1 Interest and
                  the Class
                  2-67B2 Interest.

              


      

      
        	
                (4)

              	
                The
                  Class 2-P Certificates are principal only certificates and will
                  not have a
                  Pass-Through Rate or accrue interest.


              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      As
        of the
        Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal
        Balance equal to $604,518,226.20.
        As of the Cut-off Date, the Group 1-1 Mortgage Loans had an aggregate Scheduled
        Principal Balance equal to $92,106,347.22. As of the Cut-off Date, the Group
        1-2
        Mortgage Loans had an aggregate Scheduled Principal Balance equal to
        $40,349,580.07. As of the Cut-off Date, the Group 1-3 Mortgage Loans had
        an
        aggregate Scheduled Principal Balance equal to $101,103,435.68. As of the
        Cut-off Date, the Group 1-4 Mortgage Loans had an aggregate Scheduled Principal
        Balance equal to $26,755,418.37. As of the Cut-off Date, the Group 1-5 Mortgage
        Loans had an aggregate Scheduled Principal Balance equal to $282,205,132.15.
        As
        of the Cut-off Date, the Group 1-6 Mortgage Loans had an aggregate Scheduled
        Principal Balance equal to $20,101,403.77. As of the Cut-off Date, the Group
        1-7
        Mortgage Loans had an aggregate Scheduled Principal Balance equal to
        $41,896,908.94. As of the Cut-off Date, the Group 2 Mortgage Loans had an
        aggregate Scheduled Principal Balance equal to $341,294,127.62. As of the
        Cut-off Date, the Group 2-1 Mortgage Loans had an aggregate Scheduled Principal
        Balance equal to $59,602,933.08.
        As
        of the
        Cut-off Date, the Group 2-2 Mortgage Loans had an aggregate Scheduled Principal
        Balance equal to $82,289,764.20. As of the Cut-off Date, the Group 2-3 Mortgage
        Loans had an aggregate Scheduled Principal Balance equal to $58,225,616.93.
        As
        of the Cut-off Date, the Group 2-4 Mortgage Loans had an aggregate Scheduled
        Principal Balance equal to $31,651,197.16. As of the Cut-off Date, the Group
        2-5
        Mortgage Loans had an aggregate Scheduled Principal Balance equal to
        $44,557,137.12. As of the Cut-off Date, the Group 2-6 Mortgage Loans had
        an
        aggregate Scheduled Principal Balance equal to $28,750,676.61. As of the
        Cut-off
        Date, the Group 2-7 Mortgage Loans had an aggregate Scheduled Principal Balance
        equal to $36,216,802.52. 

       

      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 shall be made on the basis of
        a
        360-day year consisting of twelve 30-day months.

       

      “Adjustable-Rate
        Mortgage Loan”: Each Group 1 Mortgage Loan and Group 2 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. 

       

      “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 the Group 1 Senior
        Certificates, 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 Group 1 Senior Certificates for such Distribution Date and
        the
        denominator of which is the sum of (i) the aggregate Scheduled Principal
        Balance
        of the Group 1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal
        Balance of the REO Properties in Collateral Pool 1, in each case before
        reduction for any Realized Losses on such Distribution Date. 

       

      With
        respect to any Distribution Date and the Group 2 Senior Certificates, 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 Group 2 Senior
        Certificates for such Distribution Date and the denominator of which is the
        sum
        of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage
        Loans,
        plus (ii) the aggregate Scheduled Principal Balance of the REO Properties
        in
        Collateral Pool 2, in each case before reduction for any Realized Losses
        on such
        Distribution Date. 

       

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


       

      “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.

       

      “Available
        Distribution Amount”: With respect to Collateral Pool 1, the Group 1 Available
        Distribution Amount. With respect to any Loan Group within Collateral Pool
        2,
        the related Group 2 Available Distribution Amount. 

       

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

       

      “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) $179,574 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)
        $153,393 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 Residual Certificates and
        the Class 2-P Certificates.

       

      “Book-Entry
        Custodian”: The custodian appointed pursuant to Section 5.01.

       

      “Business
        Day”: Any day other than a Saturday, a Sunday or a day on which banking or
        savings and loan institutions in the State of New York, 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.

       

      “Cash-out
        Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
        the principal balance of any existing first mortgage on the related Mortgaged
        Property and related closing costs, and were used to pay any such existing
        first
        mortgage, related closing costs and subordinate mortgages on the related
        Mortgaged Property.

       

      “Certificate”:
        Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
        Certificates, Series 2006-AR5, 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 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.

       

      “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 the 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.
        Notwithstanding any of the foregoing, the Certificate Principal Balance of
        a
        Subordinate Certificate of the Class of Subordinate Certificates 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 related 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.

       

      References
        herein to the “Certificate Principal Balance of the related Senior Support
        Certificates or Component Principal Balance of the related Senior Support
        Component, as applicable” shall mean, with
        respect to the Group 1-1 Mortgage Loans, the Certificate Principal Balance
        of
        the Class 1-A1B Certificates; with respect to the Group 1-2 Mortgage Loans,
        the
        Component Principal Balance of the 1-A2B Component; with respect to the Group
        1-3 Mortgage Loans, the Component Principal Balance of the 1-A3B Component;
        with
        respect to the Group 1-4 Mortgage Loans, the Component Principal Balance
        of the
        1-A4B Component; with respect to the Group 1-5 Mortgage Loans, the Component
        Principal Balance of the 1-A5B Component; with respect to the Group 1-6 Mortgage
        Loans, the Component Principal Balance of the 1-A6B Component; with respect
        to
        the Group 1-7 Mortgage Loans, the Component Principal Balance of the 1-A7B
        Component; with
        respect to the Group 2-1 Mortgage Loans, the Certificate Principal Balance
        of
        the Class 2-A1B Certificates; with respect to the Group 2-2 Mortgage Loans,
        the
        Component Principal Balance of the 2-A2B Component; with respect to the Group
        2-3 Mortgage Loans, the Component Principal Balance of the 2-A3B Component;
        with
        respect to the Group 2-4 Mortgage Loans, the Component Principal Balance
        of the
        2-A4B Component; with respect to the Group 2-5 Mortgage Loans, the Component
        Principal Balance of the 2-A5B Component; with respect to the Group 2-6 Mortgage
        Loans, the Component Principal Balance of the 2-A6B Component; with respect
        to
        the Group 2-7 Mortgage Loans, the Component Principal Balance of the 2-A7B
        Component.

       

      “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. 

       

      “CitiMortgage”:
        CitiMortgage, Inc., or its successor in interest.

       

      “CitiMortgage
        Mortgage Loans”: The
        Mortgage Loans originated by American Home Mortgage Corp. and serviced by
        CitiMortgage.

       

      “Citibank”:
        Citibank, N.A.

       

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

       

      “Class
        1-A1A Certificate”: Any one of the Class 1-A1A 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-A1B Certificate”: Any one of the Class 1-A1B 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-AIO Certificate”: Any one of the Class 1-AIO 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-A2A Certificate”: Any one of the Class 1-A2A 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-A3A Certificate”: Any one of the Class 1-A3A 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-A4A Certificate”: Any one of the Class 1-A4A 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-A5A Certificate”: Any one of the Class 1-A5A 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-C for purposes of the REMIC Provisions.

       

      “Class
        1-A6A Certificate”: Any one of the Class 1-A6A 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-A7A Certificate”: Any one of the Class 1-A7A 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-23B Certificate”: Any one of the Class 1-23B 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 one
        or
        more Regular Interests in REMIC I-C for purposes of the REMIC
        Provisions.

       

      “Class
        1-45B Certificate”: Any one of the Class 1-45B 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 one
        or
        more Regular Interests in REMIC I-C for purposes of the REMIC
        Provisions.

       

      “Class
        1-67B Certificate”: Any one of the Class 1-67B 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 one
        or
        more Regular Interests in REMIC I-C for purposes of the REMIC
        Provisions.

       

      “Class
        1-B1 Certificate”: Any one of the Class 1-B1 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-B1 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 1-B1 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 1-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 1 Subordinate Certificates immediately prior to such date.

       

      “Class
        1-B2 Certificate”: Any one of the Class 1-B2 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 a Regular Interest in REMIC I-C for purposes of the REMIC
        Provisions.

       

      “Class
        1-B2 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 1-B2 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 1-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 1 Subordinate Certificates immediately prior to such date.

       

      “Class
        1-B3 Certificate”: Any one of the Class 1-B3 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-B3 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 1-B3 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 1-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 1 Subordinate Certificates immediately prior to such date.

       

      “Class
        1-B4 Certificate”: Any one of the Class 1-B4 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-B4 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 1-B4 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 1-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 1 Subordinate Certificates immediately prior to such date.

       

      “Class
        1-B5 Certificate”: Any one of the Class 1-B5 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-B5 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 1-B5 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 1-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 1 Subordinate Certificates immediately prior to such date.

       

      “Class
        1-B6 Certificate”: Any one of the Class 1-B6 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 I-C for purposes of the REMIC Provisions.

       

      “Class
        1-B6 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 1-B6 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 1-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 1 Subordinate Certificates immediately prior to such date.

       

      “Class
        1-R Certificate”: Any one of the Class 1-R 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 the ownership of
        the
        Class R-IA Residual Interest, the Class R-IB Residual Interest and the Class
        R-IC Residual Interest.

       

      “Class
        2-A1A Certificate”: Any one of the Class 2-A1A 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A1B Certificate”: Any one of the Class 2-A1B 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A2A Certificate”: Any one of the Class 2-A2A 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A3A Certificate”: Any one of the Class 2-A3A 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A4A Certificate”: Any one of the Class 2-A4A 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A5A Certificate”: Any one of the Class 2-A5A 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A6A Certificate”: Any one of the Class 2-A6A 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-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-A7A Certificate”: Any one of the Class 2-A7A 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 a
        Regular Interest in REMIC II-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-23B Certificate”: Any one of the Class 2-23B 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 one
        or
        more Regular Interests in REMIC II-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-45B Certificate”: Any one of the Class 2-45B 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 one
        or
        more Regular Interests in REMIC II-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-67B Certificate”: Any one of the Class 2-67B 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 one
        or
        more Regular Interests in REMIC II-B for purposes of the REMIC
        Provisions.

       

      “Class
        2-B1 Certificate”: Any one of the Class 2-B1 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 a Regular Interest
        in
        REMIC II-B for purposes of the REMIC Provisions.

       

      “Class
        2-B1 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 2-B1 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 2-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 2 Subordinate Certificates immediately prior to such date.

       

      “Class
        2-B2 Certificate”: Any one of the Class 2-B2 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 a Regular Interest
        in
        REMIC II-B for purposes of the REMIC Provisions.

       

      “Class
        2-B2 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 2-B2 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 2-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 2 Subordinate Certificates immediately prior to such date.

       

      “Class
        2-B3 Certificate”: Any one of the Class 2-B3 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 a Regular Interest
        in
        REMIC II-B for purposes of the REMIC Provisions.

       

      “Class
        2-B3 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 2-B3 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 2-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 2 Subordinate Certificates immediately prior to such date.

       

      “Class
        2-B4 Certificate”: Any one of the Class 2-B4 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 a Regular Interest
        in
        REMIC II-B for purposes of the REMIC Provisions.

       

      “Class
        2-B4 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 2-B4 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 2-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 2 Subordinate Certificates immediately prior to such date.

       

      “Class
        2-B5 Certificate”: Any one of the Class 2-B5 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 a Regular Interest
        in
        REMIC II-B for purposes of the REMIC Provisions.

       

      “Class
        2-B5 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 2-B5 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 2-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 2 Subordinate Certificates immediately prior to such date.

       

      “Class
        2-B6 Certificate”: Any one of the Class 2-B6 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 II-B for purposes of the REMIC Provisions.

       

      “Class
        2-B6 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 2-B6 Certificates immediately
        prior
        to such date over the aggregate amount, if any, payable to the Holders of
        the
        Class 2-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and
        the
        denominator of which is the aggregate of the Scheduled Principal Balance
        of the
        Group 2 Subordinate Certificates immediately prior to such date.

       

      “Class
        2-P Certificate”: Any one of the Class 2-P 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 II-B for purposes of the REMIC Provisions.

       

      “Class
        2-R Certificate”: Any one of the Class 2-R 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 the ownership of
        the
        Class R-IIA Residual Interest and the Class R-IIB Residual
        Interest.

       

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

       

      “Class
        A
        Principal Adjustment Amount": With respect to any Collateral Pool, as to
        any
        Distribution Date and any related Loan Group, if the Certificate Principal
        Balance of the related Super Senior Certificates and the Certificate Principal
        Balance of the related Senior Support Certificates or Component Principal
        Balance of the related Senior Support Component, as applicable, related to
        a
        Loan Group included in such Collateral Pool have been reduced to zero, 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, 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 in respect
        of the
        Mortgage Loans in the related Loan Group). 

       

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

       

      “Class
        P
        Certificates”: The Class 2-P Certificates. 

       

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

       

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

       

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

       

      “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.

       

      “Closing
        Date”: June 30, 2006.

       

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

       

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

       

      “Collateral
        Pool 1”: The Mortgage Loans in Loan Group 1-1, Loan
        Group 1-2,
        Loan
        Group 1-3, Loan Group 1-4, Loan Group 1-5, Loan Group 1-6 and Loan Group
        1-7.

       

      “Collateral
        Pool 2”: The Mortgage Loans in Loan Group 2-1, Loan Group 2-2, Loan Group 2-3,
        Loan Group 2-4, Loan Group 2-5, Loan Group 2-6 and Loan Group 2-7.

       

      “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 2006-AR5.” The Collection Account must be an Eligible
        Account.

       

      “Commission”:
        The Securities and Exchange Commission. 

       

      “Compensating
        Interest Payment”: With respect to Collateral Pool 1 and the National City
        Mortgage Loans in such Collateral Pool and any prepayment in full or in part,
        an
        amount equal to the amount of interest (net of the related servicing fee
        rate
as
        set
        forth in the applicable Initial Sub-Servicing Agreement)
        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 Collateral Pool 1 and Collateral Pool 2 and the Wells Fargo Mortgage
        Loans in each such Collateral Pool and any prepayments in full or in part,
        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 rate (as set forth in the applicable Initial Sub-Servicing Agreement),
        but
        not more than the aggregate amount of the Servicing Fees for the related
        Due
        Period with respect to the Mortgage Loans serviced by it in such Collateral
        Pool.

       

      With
        respect to Collateral Pool 1 and Collateral Pool 2 and the Countrywide Mortgage
        Loans in each such Collateral Pool and any prepayments in full or in part,
        an
        aggregate amount each month for such Collateral Pool up to the lesser of
        one
        half of (a) one-twelfth of the product of (i) the weighted average servicing
        fee
        rate (as set forth in the applicable Initial Sub-Servicing Agreement) percentage
        for such Mortgage Loans in such Collateral Pool and (ii) the stated principal
        balance of such Mortgage Loans in such Collateral Pool and (b) the aggregate
        servicing fee actually received for the applicable month for such mortgage
        loans. 

       

      With
        respect to Collateral Pool 2 and the GreenPoint Mortgage Loans in such
        Collateral Pool and any prepayments in full or in part, an aggregate amount
        for
        each month for such Collateral Pool 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 rate (as set forth
        in
        the applicable Initial Sub-Servicing Agreement) and (ii) the aggregate amount
        of
        servicing compensation received by such servicer in respect of such Mortgage
        Loans in such collateral pool for the applicable calendar month. 

       

      With
        respect to Collateral Pool 2 and the PHH Mortgage Loans in such Collateral
        Pool
        and any prepayments in full or in part, an aggregate amount for each month
        for
        such Collateral Pool up to the lesser of (i) the aggregate amount of shortfall
        in interest collections that are attributable to principal prepayments during
        the related prepayment period and (ii) the total amount of servicing
        compensation that would be payable to such servicer if no principal prepayments
        were made during the prepayment period for the applicable Distribution
        Date.

       

      With
        respect to Collateral Pool 2 and the CitiMortgage Mortgage Loans in such
        Collateral Pool and any prepayments in full or in part, an aggregate amount
        for
        each month for such Collateral Pool 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 rate (as set forth
        in
        the applicable Initial Sub-Servicing Agreement) and (ii) the aggregate amount
        of
        servicing compensation received by such servicer in respect of such Mortgage
        Loans in such Collateral Pool for the applicable calendar month.

       

      “Component”:
        The 1-A2B Component, the
        1-A3B
        Component,
        the
        1-A4B Component, the 1-A5B Component, the 1-A6B Component, the 1-A7B Component,
        the 2-A1B Component, the 2-A2B Component, the 2-A3B Component, the 2-A4B
        Component, the Class 2-A5B Component, the 2-A6B Component and the Class 2-A7B
        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, as stated on the face thereof). 

       

      The
        initial Component Principal Balances of the Senior Support Components are
        as
        follows:

       

      
        
          
            
              	
                      Component

                    	
                      Initial

                      Component
                        Principal Balance

                    
	
                      1-A2B
                        

                    	
                      $ 
                        1,715,000

                    
	
                      1-A3B

                    	
                      $ 
                        4,296,000

                    
	
                      1-A4B

                    	
                      $  1,137,000
                        

                    
	
                      1-A5B

                    	
                      $11,994,000

                    
	
                      1-A6B

                    	
                      $    
                        854,000

                    
	
                      1-A7B

                    	
                      $ 
                        1,781,000

                    
	
                      2-A2B

                    	
                      $ 
                        6,172,000

                    
	
                      2-A3B

                    	
                      $ 
                        4,367,000

                    
	
                      2-A4B

                    	
                      $ 
                        2,374,000

                    
	
                      2-A5B

                    	
                      $ 
                        3,342,000

                    
	
                      2-A6B

                    	
                      $ 
                        2,157,000

                    
	
                      2-A7B

                    	
                      $ 
                        2,716,000

                    


            
 

        

         

      

      References
        herein to the Component Principal Balance of the related Senior Support
        Component shall mean, with respect to the Group 1-2 Mortgage Loans, the
        Component Principal Balance of the 1-A2B Component, with respect to the Group
        1-3 Mortgage Loans, the Component Principal Balance of the 1-A3B Component
        and
        with respect to the Group 1-4 Mortgage Loans, the Component Principal Balance
        of
        the 1-A4B Component, with respect to the Group 1-5 Mortgage Loans, the Component
        Principal Balance of the 1-A5B Component, with respect to the Group 1-6 Mortgage
        Loans, the Component Principal Balance of the 1-A6B Component and with respect
        to the Group 1-7 Mortgage Loans, the Component Principal Balance of the 1-A7B
        Component. with respect to the Group 2-2 Mortgage Loans, the Component Principal
        Balance of the 2-A2B Component, with respect to the Group 2-3 Mortgage Loans,
        the Component Principal Balance of the 2-A3B Component and with respect to
        the
        Group 2-4 Mortgage Loans, the Component Principal Balance of the 2-A4B
        Component, with respect to the Group 2-5 Mortgage Loans, the Component Principal
        Balance of the 2-A5B Component, with respect to the Group 2-6 Mortgage Loans,
        the Component Principal Balance of the 2-A6B Component and with respect to
        the
        Group 2-7 Mortgage Loans, the Component Principal Balance of the 2-A7B
        Component.

       

      “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 REMIC I-B Regular Interest LT1-23B1, the portion of the Class
        1-23B
        Certificate represented by the Class 1-23B1 Interest. With respect to REMIC
        I-B
        Regular Interest LT1-23B2, the portion of the Class 1-23B Certificate
        represented by the Class 1-23B2 Interest.
        With
        respect to REMIC II-B Regular Interest LT1-45B1, the portion of the Class
        1-45B
        Certificate represented by the Class 1-45B1 Interest. With respect to REMIC
        I-B
        Regular Interest LT1-45B2, the portion of the Class 1-45B Certificate
        represented by the Class 1-45B2 Interest. With respect to REMIC I-B Regular
        Interest LT1-67B1, the portion of the Class 1-67B Certificate represented
        by the
        Class 1-67B1 Interest. With respect to REMIC I-B Regular Interest LT1-67B2,
        the
        portion of the Class 1-67B Certificate represented by the Class 1-67B2 Interest.
        With respect to each remaining REMIC I-B Regular Interest, as
        follows:

       

      
        	
                REMIC
                  I-B Regular Interest

              	 	
                Class

              
	
                REMIC
                  I-B Regular Interest LT1-A1A

              	 	
                1-A1A

              
	
                REMIC
                  I-B Regular Interest LT1-A1B

              	 	
                1-A1B

              
	
                REMIC
                  I-B Regular Interest LT1-A2A

              	 	
                1-A2A

              
	
                REMIC
                  I-B Regular Interest LT1-A3A

              	 	
                1-A3A

              
	
                REMIC
                  I-B Regular Interest LT1-A4A

              	 	
                1-A4A

              
	
                REMIC
                  I-B Regular Interest LT1-A5A

              	 	
                1-A5A

              
	
                REMIC
                  I-B Regular Interest LT1-A6A

              	 	
                1-A6A

              
	
                REMIC
                  I-B Regular Interest LT1-A7A

              	 	
                1-A7A

              
	
                REMIC
                  I-B Regular Interest LT1-B1

              	 	
                1-B1

              
	
                REMIC
                  I-B Regular Interest LT1-B2

              	 	
                1-B2

              
	
                REMIC
                  I-B Regular Interest LT1-B3

              	 	
                1-B3

              
	
                REMIC
                  I-B Regular Interest LT1-B4

              	 	
                1-B4

              
	
                REMIC
                  I-B Regular Interest LT1-B5

              	 	
                1-B5

              
	
                REMIC
                  I-B Regular Interest LT1-B6

              	 	
                1-B6

              
	
                REMIC
                  I-B Regular Interest LT1-R

              	 	
                1-R

              


      

      


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

       

      “Countrywide
        Mortgage Loans”: The Mortgage Loans originated by Countrywide.

       

      “Cross-Collateralization
        Date”: With respect to either Collateral Pool, 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 (West), a federal savings
        bank. 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
        applicable agreement pursuant to which the Initial Custodian performs its
        custodial duties with respect to the Mortgage Files.

       

      “Cut-off
        Date”: With respect to each Original Mortgage Loan, June 1, 2006. With respect
        to all Qualified Substitute Mortgage Loans, their respective dates of
        substitution. References herein to the “Cut-off Date,” when used with respect to
        more than one Mortgage Loan, shall be to the respective Cut-off Dates for
        such
        Mortgage Loans.

       

      “Debt
        Service Reduction”: With respect to any Mortgage Loan, a reduction in the
        scheduled Monthly Payment for such Mortgage Loan by a court of competent
        jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
        resulting from a Deficient Valuation.

       

      “Deficient
        Valuation”: With respect to any Mortgage Loan, a valuation of the related
        Mortgaged Property by a court of competent jurisdiction in an amount less
        than
        the then outstanding 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 Trust Administrator, that (a) is incorporated under the laws of the
        United States of America or any State thereof, (b) is subject to supervision
        and
        examination by federal or state banking authorities and (c) has, or is a
        subsidiary of a holding company that has, an outstanding unsecured commercial
        paper or other short-term unsecured debt obligations that are rated in the
        highest rating category by at least two of the Rating Agencies (or a comparable
        rating if S&P, Fitch and Moody’s 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-A or REMIC II-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 2006-AR5.” 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 July
        2006.

       

      “Diverted
        Interest Amount”: With respect to either Collateral Pool and any Distribution
        Date, one month’s interest accrued during the related Interest Accrual Period on
        the Overcollateralized Amount at the Pass-Through Rate for the Super Senior
        Certificates and Senior Support Certificates or Senior Support Components,
        as
        applicable, related to the Undercollateralized Loan Group(s) and any other
        unpaid interest shortfalls on the Super Senior Certificates and Senior Support
        Certificates or Senior Support Components, as applicable, 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
        will be diverted to the Available Distribution Amounts of any
        Undercollateralized Loan Groups on a pro
        rata
        basis
        based on their respective Undercollateralized Amounts. On any Distribution
        Date,
        any Diverted Interest Amount will be diverted from the Available Distribution
        Amounts of any Overcollateralized Loan Groups 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, (ii) an account or accounts the deposits in which are fully
        insured
        by the FDIC or (iii) a trust account or accounts maintained with the corporate
        trust department of a federal or state chartered depository institution or
        trust
        company acting in its fiduciary capacity. Eligible Accounts may bear
        interest.

       

      “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 either Collateral Pool, any Bankruptcy Loss,
        or portion thereof, which exceeds the then applicable Bankruptcy
        Amount.

       

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

       

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

       

      “Excess
        Special Hazard Loss”: With respect to either 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.

       

      “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 a 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.

       

      “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: (X) 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 and (Y) from the third anniversary of the
        Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1)
        the
        lesser of (a) the related Fraud Loss Amount as of the most recent anniversary
        of
        the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance
        of
        the Group 1 Mortgage Loans as of the most recent anniversary of the Cut-off
        Date
        minus (2) the Fraud Losses on the Group 1 Mortgage Loans allocated solely
        to the
        related Subordinate Certificates in accordance with Section 4.04 since the
        most
        recent anniversary of 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: (X) prior to the first anniversary of the Cut-off
        Date, 2.00% 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 and (Y) from the first anniversary of the Cut-off Date
        and
        prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a)
        the
        related Fraud Loss Amount as of the most recent anniversary of the Cut-off
        Date
        and (b) 1.00% of the aggregate outstanding principal balance of the Group
        2
        Mortgage Loans as of the most recent anniversary of the Cut-off Date minus
        (2)
        the Fraud Losses on the Group 2 Mortgage Loans allocated solely to the related
        Subordinate Certificates in accordance with Section 4.04 since the most recent
        anniversary of 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.

       

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

       

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

       

      “GreenPoint
        Mortgage Loans”: The Mortgage Loans originated by GreenPoint.

       

      “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 any Distribution Date and any
        Loan Group within Collateral Pool 1, an amount equal to the excess of (i)
        the
        sum attributable to the related 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 (b) Liquidation Proceeds, Insurance Proceeds, Principal
        Prepayments, proceeds from repurchases of and substitutions for the related
        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 P&I Advances made by the Master Servicer for such
        Distribution Date over (ii) the sum attributable to or allocable to the related
        Group 1 Mortgage Loans of (a) amounts reimbursable to the Depositor, the
        Master
        Servicer, the Trustee, the Trust Administrator, Citibank or a 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, the Group 1 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
        Diverted Interest Amount or Class A Principal Adjustment Amount, in each
        case
        for such Distribution Date.

       

      Provided,
        that, on any Distribution Date on which there are Group 1 Class A Certificates
        relating to only one Loan Group remaining outstanding, the Group 1 Available
        Distribution Amount for that Distribution Date will be calculated on an
        aggregate Collateral Pool 1 basis, without regard to the related Loan Group.
        

       

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

       

      “Group
        1
        Class A Certificates”: The Class 1-A1A Certificates, Class 1-A1B Certificates,
        Class 1-A2A Certificates, Class 1-A3A Certificates, Class 1-23B Certificates,
        Class 1-A4A Certficates, Class 1-A5A Certificates, Class 1-45B Certificates,
        Class 1-A6A Certficates, Class 1-A7A Certificates and Class 1-67B
        Certificates.

       

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

       

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

       

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

       

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

       

      “Group
        1-4 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan
        Schedule.

       

      “Group
        1-5 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan
        Schedule.

       

      “Group
        1-6 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan
        Schedule.

       

      “Group
        1-7 Mortgage Loans”: Each loan identified as such on the Mortgage Loan
        Schedule.

       

      “Group
        1
        Senior Certificates”: The Group 1 Class A Certificates, the Class 1-R
        Certificates and the Interest Only Certificates.

       

      “Group
        1
        Senior Percentage”: With respect to any Distribution Date and any Loan Group
        included in Collateral Pool 1, 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 Super Senior Certificates
        and the Certificate Principal Balance or Component Principal Balance of the
        related Senior Support Certificates or Senior Support Component, as applicable,
        for such Distribution Date and, on the first Distribution Date, the related
        Class R Certificates, if applicable, over the aggregate amount, if any, payable
        to the Holders of the related Group 1 Senior Certificates and Components
        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, 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.
        

       

      Notwithstanding
        the foregoing, on any Cross-Collateralization Date on which (x) the sum of
        (i)
        the aggregate Scheduled Principal Balance of the related Group 1 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 exceeds (y) the excess, if any, of the Certificate
        Principal Balance of the related Group 1 Class A Certificates and Components
        for
        such Distribution Date over the aggregate amount, if any, payable to the
        Holders
        of the related Group 1 Class A Certificates and Components on such date pursuant
        to clause (d) of the definition of “Senior Principal Distribution Amount,” the
        Group 1 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 1 Class
        A
        Certificates and Components for such Distribution Date over the aggregate
        amount, if any, payable to the Holders of the related Group 1 Class A
        Certificates and Components 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 1 that is
        subtracted from the related Group 1 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 1 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. On any Distribution Date after the reduction of the
        Certificate Principal Balances of the related Group 1 Class A Certificates
        and
        Components relating to all but one Loan Group to zero, the Group 1 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 1 Class A
        Certificates and Components for such Distribution Date over the aggregate
        amount, if any, payable to the Holders of the related Group 1 Class A
        Certificates and Components 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 1
        Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the
        REO
        Properties in Collateral Pool 1, in each case before reduction for any Realized
        Losses on such Distribution Date.

       

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

       

      
        	
                Distribution
                  Date

              	 	
                Group
                  1 Senior Prepayment Percentage

              
	
                July
                  2006 through June 2013

              	 	
                100%

              
	
                July
                  2013 through June 2014

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

              
	
                July
                  2014 through June 2015

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

              
	
                July
                  2015 through June 2016

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

              
	
                July
                  2016 through June 2017

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

              
	
                July
                  2017 and thereafter

              	 	
                related
                  Group 1 Senior Percentage

              


      

      


      provided,
        however,
        no
        reduction to a 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 delinquent 60 days or more (including REO Properties
        and Mortgage Loans in foreclosure) 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) 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 each Loan Group within Collateral Pool 1 will be
        the
        greater of (x) the related Group 1 Senior Prepayment Percentage for such
        Distribution Date or (y) the related Group 1 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 1, prior to giving effect to any distributions on such
        Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
        Percentage for Collateral Pool 1 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 June 2009, cumulative Realized Losses
        on the
        Group 1 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 1
        Subordinate Certificates and (ii) after the Distribution Date occurring in
        June
        2009, cumulative Realized Losses on the Group 1 Mortgage Loans as of the
        end of
        the Prepayment Period do not exceed 30% of the initial aggregate Certificate
        Principal Balance of the Group 1 Subordinate Certificates, then the Group
        1
        Senior Prepayment Percentage for such Distribution Date and each Loan Group
        within Collateral Pool 1 will equal the related Group 1 Senior Percentage
        plus
        50% of the related Group 1 Subordinate Percentage for such Distribution Date,
        if
        such Distribution Date is prior to July 2009, and will equal the related
        Group 1
        Senior Percentage for such Distribution Date, if such Distribution Date occurs
        on or after July 2009.

       

      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 for each Loan Group within Collateral Pool
        1
        shall be 100%.

       

      Upon
        reduction of the Certificate Principal Balances of the related Group 1 Class
        A
        Certificates to zero, the Group 1 Senior Prepayment Percentage for the related
        Loan Group shall be 0%.

       

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

       

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

       

      “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 (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, the Trust Administrator, Citibank or a 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, 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
        Diverted Interest Amount or Class A Principal Adjustment Amount, in each
        case
        for such Distribution Date.

       

      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.

       

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

       

      “Group
        2
        Class A Certificates”: The
        Class
        2-A1A Certificates, Class 2-A1B Certificates, Class 2-A2A Certificates, Class
        2-A3A Certificates, Class 2-23B Certificates, Class 2-A4A Certficates, Class
        2-A5A Certificates, Class 2-45B Certificates, Class 2-A6A Certficates, Class
        2-A7A Certificates, Class 2-67B Certificates. 

       

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

       

      “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
        2-6 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan
        Schedule.

       

      “Group
        2-7 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan
        Schedule.

       

      “Group
        2
        Senior Certificates”: The Group 2 Class A Certificates and the Class 2-R
        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 Super Senior Certificates and the Certificate Principal
        Balance or Component Principal Balance of the related Senior Support
        Certificates or Senior Support Component, as applicable, for such Distribution
        Date and, on the first Distribution Date, the related Class R Certificates,
        if
        applicable, over the aggregate amount, if any, payable to the Holders of
        the
        related Group 2 Senior Certificates and Components 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, in each case before reduction for any
        Realized Losses on such Distribution Date.
        

       

      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, in each case before reduction for any Realized Losses
        on
        such Distribution Date exceeds (y) the excess, if any, of the Certificate
        Principal Balance of the related Group 2 Class A Certificates and Components
        for
        such Distribution Date over the aggregate amount, if any, payable to the
        Holders
        of the related Group 2 Class A Certificates and Components 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 and Components for such Distribution Date over the aggregate
        amount, if any, payable to the Holders of the related Group 2 Class A
        Certificates and Components 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, 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. On any Distribution Date after the reduction of the
        Certificate Principal Balances of the related Group 2 Class A Certificates
        and
        Components 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 and Components for such Distribution Date over the aggregate
        amount, if any, payable to the Holders of the related Group 2 Class A
        Certificates and Components 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, plus (ii) the aggregate Scheduled Principal Balance of the
        REO
        Properties in Collateral Pool 2, in each case before reduction for any Realized
        Losses on such Distribution Date.

       

      “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

              
	
                July
                  2006 through June 2013

              	 	
                100%

              
	
                July
                  2013 through June 2014

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

              
	
                July
                  2014 through June 2015

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

              
	
                July
                  2015 through June 2016

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

              
	
                July
                  2016 through June 2017

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

              
	
                July
                  2017 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 delinquent 60 days or more (including REO Properties
        and Mortgage Loans in foreclosure) 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) 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 June 2009, 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
        June
        2009, 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 July 2009, and will equal the related
        Group 2
        Senior Percentage for such Distribution Date, if such Distribution Date occurs
        on or after July 2009.

       

      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 2-B1 Certificates, the Class 2-B2
        Certificates, the Class 2-B3 Certificates, the Class 2-B4 Certificates, the
        Class 2-B5 Certificates and the Class 2-B6 Certificates.

       

      “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.

       

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

       

      “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”: CitiMortgage, Inc., Countrywide Home Loans Servicing LP,
GreenPoint
        Mortgage Funding, Inc., National
        City Mortgage Co., PHH Mortgage Corporation and Wells
        Fargo Bank, N.A.

       

      “Initial
        Sub-Servicing Agreement”: With respect to the Mortgage Loans, (i) the Amended
        and Restated Master Mortgage Loan Purchase Agreement, dated as of March 1,
        2006,
        between Wells Fargo and the Seller, (ii) 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, each
        as
        modified as of the date hereof with respect to the Group 1 Mortgage Loans
        in the
        Trust Fund, (iii) the Amended and Restated Master
        Mortgage Loan Purchase and Servicing Agreement, dated as of February 1, 2005,
        and as amended on December 28, 2005, between CitiMortgage, Inc. and the Seller,
        (iv) the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as
        of February 24, 2005, and as amended on February 15, 2006, among PHH Mortgage
        Corporation, Bishop’s Gate Residential Trust (formerly known as Cendant
        Residential Mortgage Trust) and the Seller, (v) the Master Mortgage Loan
        Purchase and Servicing Agreement, dated as of April 1, 2005, and as amended
        on
        May 1, 2006, between Greenpoint Mortgage Funding, Inc. and the Seller and
        (vi)
        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 Home Loans, Inc. and the Seller. 

       

      “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”: With respect to any Distribution Date and any Class of
        Certificates, 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. All distributions of interest on the
        Certificates will be based on a 360-day year consisting of twelve 30-day
        Interest Accrual Periods. 

       

      “Interest
        Distribution Amount”: With respect to any Class of Group 1 Certificates or in
        the case of the Senior Support Certificates, the related Senior Support
        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 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 2 Certificates or in the case of the Senior Support Certificates,
        the related Senior Support 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 of such Class of Certificates or Component,
        as
        the case may be, 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)(1) 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 on such Distribution Date pursuant to Section 1.02. The Interest
        Distribution Amount for any Class of Certificates or Component, as the case
        may
        be, will be based on a 360 day year consisting of twelve 30-day Interest
        Accrual
        Periods.

       

      “Interest
        Only Certificates”: The Class 1-AIO 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.

       

      “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.

       

      “Loan
        Group”: Any of Loan Group 1-1, Loan Group 1-2, Loan Group 1-3, Loan Group 1-4,
        Loan Group 1-5, Loan Group 1-6, Loan Group 1-7, Loan Group 2-1, Loan Group
        2-2,
        Loan Group 2-3, Loan Group 2-4, Loan Group 2-5, Loan Group 2-6 or Loan Group
        2-7. 

       

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

       

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

       

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

       

      “Loan
        Group 1-4”: The Loan Group consisting of the Group 1-4 Mortgage
        Loans.

       

      “Loan
        Group 1-5”: The Loan Group consisting of the Group 1-5 Mortgage
        Loans.

       

      “Loan
        Group 1-6”: The Loan Group consisting of the Group 1-6 Mortgage
        Loans.

       

      “Loan
        Group 1-7”: The Loan Group consisting of the Group 1-7 Mortgage
        Loans.

       

      “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 2-6”: The Loan Group consisting of the Group 2-6 Mortgage
        Loans.

       

      “Loan
        Group 2-7”: The Loan Group consisting of the Group 2-7 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.

       

      “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.

       

      “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.

       

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

       

      “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.

       

      “MortgageIT”:
        MortgageIT, Inc., or its successor in interest.

       

      “MortgageIT
        Mortgage Loans”: The Mortgage Loans originated by MortgageIT. 

       

      “Mortgage
        Loan”: Each mortgage 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-A or REMIC II-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-A
        or REMIC II-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
        each Collateral Pool, the Loan Group in which such Mortgage Loan shall reside;
        and

       

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

       

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

       

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

       

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

       

      “Mortgage
        Rate”: With respect to each Mortgage Loan, the annual rate at which interest
        accrues on such Mortgage Loan from time to time in accordance with the
        provisions of the related Mortgage Note, without regard to any reduction
        thereof
        as a result of a Debt Service Reduction or operation of the Relief Act. With
        respect to each Mortgage Loan that becomes an REO Property, as of any date
        of
        determination, the annual rate determined in accordance with the immediately
        preceding sentence as of the date such Mortgage Loan became an REO
        Property.

       

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

       

      “Mortgagor”:
        The obligor on a Mortgage Note.

       

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

       

      “National
        City Mortgage Loans”: The Mortgage Loans originated by National
        City.

       

      “Net
        WAC
        Rate”: The
        Net
        WAC Rate for any Distribution Date and the Group 1-1 Mortgage Loans is a
        rate
        per annum equal to the weighted average of the Expense Adjusted Mortgage
        Rates
        of the Group 1-1 Mortgage Loans, weighted based on their principal balances
        as
        of the first day of the related Due Period. The Net WAC Rate for any
        Distribution Date and the Group 1-2 Mortgage Loans is a rate per annum equal
        to
        the weighted average of the Expense Adjusted Mortgage Rates of the Group
        1-2
        Mortgage Loans, weighted based on their principal balances as of the first
        day
        of the related Due Period. The Net WAC Rate for any Distribution Date and
        the
        Group 1-3 Mortgage Loans is a rate per annum equal to the weighted average
        of
        the Expense Adjusted Mortgage Rates of the Group 1-3 Mortgage Loans, weighted
        based on their principal balances as of the first day of the related Due
        Period.
        The Net WAC Rate for any Distribution Date and the Group 1-4 Mortgage Loans
        is a
        rate per annum equal to the weighted average of the Expense Adjusted Mortgage
        Rates of the Group 1-4 Mortgage Loans, weighted based on their principal
        balances as of the first day of the related Due Period. The Net WAC Rate
        for any
        Distribution Date and the Group 1-5 Mortgage Loans is a rate per annum equal
        to
        the weighted average of the Expense Adjusted Mortgage Rates of the Group
        1-5
        Mortgage Loans, weighted based on their principal balances as of the first
        day
        of the related Due Period. The Net WAC Rate for any Distribution Date and
        the
        Group 1-6 Mortgage Loans is a rate per annum equal to the weighted average
        of
        the Expense Adjusted Mortgage Rates of the Group 1-6 Mortgage Loans, weighted
        based on their principal balances as of the first day of the related Due
        Period.
        The Net WAC Rate for any Distribution Date and the Group 1-7 Mortgage Loans
        is a
        rate per annum equal to the weighted average of the Expense Adjusted Mortgage
        Rates of the Group 1-7 Mortgage Loans, weighted based on their principal
        balances as of the first day of the related Due Period. 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. 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.
        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. 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. 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.
        The Net WAC Rate for any Distribution Date and the Group 2-6 Mortgage Loans
        is a
        rate per annum equal to the weighted average of the Expense Adjusted Mortgage
        Rates of the Group 2-6 Mortgage Loans, weighted based on their principal
        balances as of the first day of the related Due Period. The Net WAC Rate
        for any
        Distribution Date and the Group 2-7 Mortgage Loans is a rate per annum equal
        to
        the weighted average of the Expense Adjusted Mortgage Rates of the Group
        2-7
        Mortgage Loans, weighted based on their principal balances as of the first
        day
        of the related Due Period. 

       

      “New
        Lease”: Any lease of REO Property entered into on behalf of REMIC I-A, or REMIC
        II-A, including any lease renewed or extended on behalf of REMIC I-A or REMIC
        II-A, if REMIC I-A or REMIC II-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 1-AIO Certificate, the sum of
        the Certificate Principal Balance of the Class 1-A1A Certificates and the
        Certificate Principal Balance of the Class 1-A1B Certificates. For federal
        income tax purposes, the Notional Amount of the Class 1-AIO Certificate for
        any
        Distribution Date shall be the sum of the Uncertificated Balance of REMIC
        I-B
        Regular Interest LT1-A1A and REMIC I-B Regular Interest LT1-A1B.

       

      “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.

       

      “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 or (b)
        compliance with the REMIC Provisions must be an opinion of Independent
        counsel.

       

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

       

      “Originator”:
        American
        Home Mortgage Corp., Countrywide Home Loans, Inc., GreenPoint Mortgage Funding,
        Inc., MortgageIT, Inc., National City Mortgage Co., PHH Mortgage Corporation,
        Quicken Loans Inc., Weichert
        Financial Services and Wells Fargo Bank, N.A.,
        as
        applicable. 

       

      “Overcollateralized
        Amount”: As to any Distribution Date and the Class A Certificates and either
        Collateral Pool, an amount equal to the Undercollateralized Amount for the
        Classes of Class A Certificates relating to the same Collateral
        Pool.

       

      “Overcollateralized
        Loan Group”: With respect to the Class A Certificates and either Collateral
        Pool, as to any Distribution Date on which there is an Undercollateralized
        Loan
        Group within such Collateral Pool, the Loan Group or Loan Groups 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”: 

       

      With
        respect to the Class 1-A1A and Class 1-A1B Certificates, the Pass-Through
        Rate
        for such Class and the 1st
        Distribution Date through the 31st
        Distribution Date is a per annum rate equal to the lesser of (i) 5.400% per
        annum and (ii) the Net WAC Rate of the Group 1-1 Mortgage Loans. After the
        31st
        Distribution Date, the Pass-Through Rate for the Class 1-A1A and Class 1-A1B
        Certificates will be a per annum rate equal to the Net WAC Rate of the Group
        1-1
        Mortgage Loans. The Pass-Through Rate for the Class 1-A2A, Class 1-A3A, Class
        1-A4A, Class 1-A5A, Class 1-A6A and Class 1-A7A Certificates on any Distribution
        Date will be the Net WAC Rate for the Group 1 Mortgage Loans in the related
        Loan
        Group for such Distribution Date. For federal income tax purposes, the
        Pass-Through Rate on the Class 1-A1A and Class 1-A1B Certificates shall be
        the
        lesser of (i) 5.400% per annum and (ii) the REMIC I-B Remittance Rate on
        REMIC
        I-B Regular Interest LT1-A1A. For federal income tax purposes, the Pass-Through
        Rate on each of the Class 1-A2A, the Class 1-A3A, the Class 1-A4A, the Class
        1-A5A, the Class 1-A6A and the Class 1-A7A Certificates shall be the REMIC
        I-B
        Remittance Rate on REMIC I-B Regular Interest LT1-A2A, REMIC I-B Regular
        Interest LT1-A3A, REMIC I-B Regular Interest LT1-A4A, REMIC I-B Regular Interest
        LT1-A5A, REMIC I-B Regular Interest LT1-A6A and REMIC I-B Regular Interest
        LT1-A7A, respectively.

       

      With
        respect to the Class 1-23B Certificates, the Pass-Through Rate for such class
        and any Distribution Date is a per annum rate equal to the weighted average
        of
        the Pass-Through Rates for the Class 1-A2A Certificates and the Class 1-A3A
        Certificates, weighted on the basis of the Component Principal Balance of
        the
        1-A2B Component and the Component Principal Balance of the Class 1-A3B
        Component, respectively. With respect to the Class 1-45B Certificates, the
        Pass-Through Rate for such Class and any Distribution Date is a per annum
        rate
        equal to the weighted average of the Pass-Through Rates for the Class 1-A4A
        Certificates and the Class 1-A5A Certificates, weighted on the basis of the
        Component Principal Balance of the 1-A4B Component and the Component Principal
        Balance of the Class 1-A5B Component, respectively. With respect to the Class
        1-67B Certificates, the Pass-Through Rate for such Class and any Distribution
        Date is a per annum rate equal to the weighted average of the Pass-Through
        Rates
        for the Class 1-A6A Certificates and the Class 1-A7A Certificates, weighted
        on
        the basis of the Component Principal Balance of the 1-A6B Component and the
        Component Principal Balance of the Class 1-A7B Component,
        respectively.

       

      The
        Pass-Through Rate for the Class 1-AIO Certificates and the 1st
        Distribution Date through the 31st
        Distribution Date is a per annum rate equal to the excess, if any, of (i)
        the
        Net WAC Rate of the Group 1-1 Mortgage Loans over (ii) 5.400% per annum.
        After
        the 31st
        Distribution Date, the Pass-Through Rate for the Class 1-AIO Certificates
        will
        be 0.00% per annum, and the Class 1-AIO Certificates will therefore then
        cease
        to accrue interest. 

       

      The
        Pass-Through Rate for each Class of Group 1 Subordinate Certificates on any
        Distribution Date will be the related Subordinate Net WAC Rate. The pass-through
        rate for the Class 1-R Certificates on the first Distribution Date will be
        the
        Net WAC Rate for the Group 1-1 Mortgage Loans for such Distribution Date.
        For
        federal income tax purposes, the Pass-Through Rate on the Class 1-R Certificates
        shall be a per annum rate equal to the REMIC I-B Remittance Rate on REMIC
        I-B
        Regular Interest LT-R. 

       

      The
        Pass-Through Rate for the Class 2-A1A, Class 2-A1B, Class 2-A2A, Class 2-A3A,
        Class 2-A4A, Class 2-A5A, Class 2-A6A and Class 2-A7A Certificates on any
        Distribution Date will be the Net WAC Rate for the Group 2 Mortgage Loans
        in the
        related Loan Group for such Distribution Date. For federal income tax purposes,
        the Pass-Through Rate on each of the Class 2-A1A, Class 2-A1B, Class 2-A2A,
        Class 2-A3A, Class 2-A4A, Class 2-A5A, Class 2-A6A and Class 2-A7A Certficates
        on any Distribution Dates shall be the REMIC II-A Remittance Rate on REMIC
        II-A
        Regular Interest LT-1B, REMIC II-A Regular Interest LT-1B, REMIC II-A Regular
        Interest LT-2B, REMIC II-A Regular Interest LT-3B, REMIC II-A Regular Interest
        LT-4B, REMIC II-A Regular Interest LT-5B, REMIC II-A Regular Interest LT-6B
        and
        REMIC II-A Regular Interest LT7B, respectively. 

       

      With
        respect to the Class 2-23B Certificates, the Pass-Through Rate for such Class
        and any Distribution Date is a per annum rate equal to the weighted average
        of
        the Pass-Through Rates for the Class 2-A2A Certificates and the Class 2-A3A
        Certificates, weighted on the basis of the Component Principal Balance of
        the
        2-A2B Component and the Component Principal Balance of the Class 2-A3B
        Component, respectively. With respect to the Class 2-45B Certificates, the
        Pass-Through Rate for such class and any Distribution Date is a per annum
        rate
        equal to the weighted average of the Pass-Through Rates for the Class 2-A4A
        Certificates and the Class 2-A5A Certificates, weighted on the basis of the
        Component Principal Balance of the 2-A4B Component and the Component Principal
        Balance of the Class 2-A5B Component, respectively. With respect to the Class
        2-67B Certificates, the Pass-Through Rate for such Class and any Distribution
        Date is a per annum rate equal to the weighted average of the Pass-Through
        Rates
        for the Class 2-A6A Certificates and the Class 2-A7A Certificates, weighted
        on
        the basis of the Component Principal Balance of the 2-A6B Component and the
        Component Principal Balance of the Class 2-A7B Component, respectively.


       

      The
        Pass-Through Rate for each Class of Group 2 Subordinate Certificates on any
        Distribution Date will be the related Subordinate Net WAC Rate. The Pass-Through
        Rate for the Class 2-R Certificates on the first Distribution Date will be
        the
        Net WAC Rate for the Group 2-1 Mortgage Loans for such Distribution Date.
        For
        federal income tax purposes, the Pass-Through Rate on the Class 2-R Certificates
        shall be a per annum rate equal to the REMIC II-A Remittance Rate on REMIC
        II-A
        Regular Interest LT-1B. 

       

      For
        federal income tax purposes, the Class 1-23B Certificates shall be deemed
        to own
        the Class 1-23B1 Interest and the Class 1-23B2 Interest. For federal income
        tax
        purposes, the Pass-Through Rate for such Class shall be (x) with respect
        to the
        Class 1-23B1 Interest, the REMIC I-B Remittance Rate on REMIC I-B Regular
        Interest LT1-23B1 and (y) with respect to the Class 1-23B2 Interest, the
        REMIC
        I-B Remittance Rate on REMIC I-B Regular Interest LT1-23B2. For federal income
        tax purposes, the Class 1-45B Certificates shall be deemed to own the Class
        1-45B1 Interest and the Class 1-45B2 Interest. For federal income tax purposes,
        the Pass-Through Rate for such Class shall be (x) with respect to the Class
        1-45B1 Interest, the REMIC I-B Remittance Rate on REMIC I-B Regular Interest
        LT1-45B1 and (y) with respect to the Class 1-45B2 Interest, the REMIC I-B
        Remittance Rate on the REMIC I-B Regular Interest LT1-45B2. For federal income
        tax purposes, the Class 1-67B Certificates shall be deemed to own the Class
        1-67B1 Interest and the Class 1-67B2 Interest. For federal income tax purposes,
        the Pass-Through Rate for such Class shall be (x) with respect to the Class
        1-67B1 Interest, the REMIC I-B Remittance Rate on REMIC I-B Regular Interest
        LT1-67B1 and (y) with respect to the Class 1-67B2 Interest, the REMIC I-B
        Remittance Rate on REMIC I-B Regular Interest LT1-67B2.

       

      For
        federal income tax purposes, the Class 2-23B Certificates shall be deemed
        to own
        the Class 2-23B1 Interest and the Class 2-23B2 Interest. For federal income
        tax
        purposes, the Pass-Through Rate for such Class shall be (x) with respect
        to the
        Class 2-23B1 Interest, the REMIC II-A Remittance Rate on REMIC II-A Regular
        Interest LT-2B and (y) with respect to the Class 2-23B2 Interest, the REMIC
        II-A
        Remittance Rate on REMIC II-A Regular Interest LT-3B. For federal income
        tax
        purposes, the Class 2-45B Certificates shall be deemed to own the Class 2-45B1
        Interest and the Class 2-45B2 Interest. For federal income tax purposes,
        the
        Pass-Through Rate for such Class shall be (x) with respect to the Class 2-45B1
        Interest, the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-4B
        and (y) with respect to the Class 2-45B2 Interest, the REMIC II-A Remittance
        Rate on REMIC II-A Regular Interest LT-5B. For federal income tax purposes,
        the
        Class 2-67B Certificates shall be deemed to own the Class 2-67B1 Interest
        and
        the Class 2-67B2 Interest. For federal income tax purposes, the Pass-Through
        Rate for such Class shall be (x) with respect to the Class 2-67B1 Interest,
        the
        REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-6B and (y) with
        respect to the Class 2-67B2 Interest, the REMIC II-A Remittance Rate on the
        REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-7B.

       

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

       

      “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 Class P Certificates and the Residual 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.

       

      “PHH”:
        PHH
        Mortgage Corporation, Bishop’s Gate Residential Trust (formerly known as Cendant
        Residential Mortgage Trust),
        or its
        successor in interest.

       

      “PHH
        Mortgage Loans”: The Mortgage Loans originated by PHH.

       

      “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 and
        Collateral Pool 2 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 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
        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
        Servicer in respect of any Prepayment Interest Shortfall are set forth in
        Section 3.24.

       

      “Prepayment
        Period”: With respect to the Countrywide Mortgage Loans 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 and ends on the
        first
        day of the month in which such Distribution Date occurs. With respect to
        the PHH
        Mortgage Loans 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 and ends on the first day of the month in which
        such
        Distribution Date occurs. With respect to the Wells Fargo Mortgage
        Loans originated by an Originator other than Wells Fargo and any Distribution
        Date, 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 June 1, 2006) and ending on the 13th
        day
        of the calendar month in which such Distribution Date occurs. With respect
        to
        the Wells Fargo Mortgage Loans originated by Wells Fargo and any Distribution
        Date, the calendar month immediately preceding the month in which such
        distribution date occurs.
        With
        respect to the National City Mortgage Loans, the CitiMortgage Mortgage Loans
        and
        the GreenPoint Mortgage Loans and any Distribution Date, 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 1-B4 Certificates, Class 1-B5 Certificates, Class 1- B6
        Certificates, Class 2-B4 Certificates, Class 2-B5 Certificates, Class 2-
        B6
        Certificates and
        the Class 2-P 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)
        [intentionally omitted]; 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.

       

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

       

      “Quicken
        Mortgage Loans”: The Mortgage Loans originated by Quicken. 

       

      “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).

       

      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 principal balance of the Mortgage Loan
        outstanding immediately prior to such Deficient Valuation and the principal
        balance of the Mortgage Loan as reduced by the Deficient Valuation.

       

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

       

      “Record
        Date”: With respect to each Distribution Date and any 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 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-A”: As defined in the Preliminary Statement.

       

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

       

      “REMIC
        I-A Remittance Rate”: With respect to REMIC I-A Regular Interest LT-1A, REMIC
        I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC I-A Regular
        Interest LT-4A, REMIC I-A Regular Interest LT-5A, REMIC I-A Regular Interest
        LT-6A, REMIC I-A Regular Interest LT-7A, REMIC I-A Regular Interest LT-ZZZ
        and
        REMIC I-A Regular Interest LT-R, 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. With respect to REMIC
        I-A Regular Interest LT-1B, REMIC I-A Regular Interest LT-2B, REMIC I-A Regular
        Interest LT-3B, REMIC I-A Regular Interest LT-4B, REMIC I-A Regular Interest
        LT-5B, REMIC I-A Regular Interest LT-6B and REMIC I-A Regular Interest LT-7B,
        the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage
        Loans in the related Loan Group, weighted based on their principal balances
        as
        of the first day of the related Due Period.

       

      “REMIC
        I-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
        each REMIC I-A Regular Interest ending with the designation “A”, equal to the
        ratio between, with respect to each such REMIC I-A Regular Interest, the
        excess
        of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the
        related Loan Group over (y) the sum of (i) the current Certificate Principal
        Balance of the Super Senior Certificates relating to such Loan Group and
        (ii)
        the current Certificate Principal Balance of Senior Support Certificates
        and
        the
        Component Principal Balance of Senior Support Components, as
        applicable,
        relating
        to such Loan Group (and, if applicable, the Uncertificated Balance of REMIC
        I-A
        Regular Interest LT-R).

       

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

       

      “REMIC
        I-B Remittance Rate”: With respect to the REMIC I-B Regular Interest LT1-R and
        the first Interest Accrual Period, a per annum rate equal to the REMIC I-A
        Remittance Rate on REMIC I-A Regular Interest LT-1B. 

       

      With
        respect to REMIC I-B Regular Interest LT1-A1A and REMIC I-B Regular Interest
        LT1-A1B and any Interest Accrual Period, a per annum rate equal to the REMIC
        I-A
        Remittance Rate on REMIC I-A Regular Interest LT-1B.

       

      With
        respect to the REMIC I-B Regular Interest LT1-A2A and any Interest Accrual
        Period, a per annum rate equal to the REMIC I-A Remittance Rate on REMIC
        I-A
        Regular Interest LT-2B. 

       

      With
        respect to REMIC I-B Regular Interest LT1-A3A and any Interest Accrual Period,
        a
        per annum rate equal to the REMIC I-A Remittance Rate on REMIC I-A Regular
        Interest LT-3B.

       

      With
        respect to the REMIC I-B Regular Interest LT1-23B1 Interest, the REMIC I-A
        Remittance Rate on REMIC I-A Regular Interest LT-2B, and with respect to
        the
        REMIC I-B Regular Interest LT1-23B2 Interest, the REMIC I-A Remittance Rate
        on
        REMIC I-A Regular Interest LT-3B.

       

      With
        respect to REMIC I-B Regular Interest LT1-A4A and any Interest Accrual Period,
        a
        per annum rate equal to the REMIC I-A Remittance Rate on REMIC I-A Regular
        Interest LT-4B.

       

      With
        respect to REMIC I-B Regular Interest LT1-A5A and any Interest Accrual Period,
        a
        per annum rate equal to the REMIC I-A Remittance Rate on REMIC I-A Regular
        Interest LT-5B.

       

      With
        respect to REMIC I-B Regular Interest LT1-45B1, the REMIC I-A Remittance
        Rate on
        REMIC I-A Regular Interest LT-4B, and with respect to REMIC I-B Regular Interest
        LT1-45B2, the REMIC I-A Remittance Rate on REMIC I-A Regular Interest
        LT-5B.

       

      With
        respect to REMIC I-B Regular Interest LT1-A6A and any Interest Accrual Period,
        a
        per annum rate equal to the REMIC I-A Remittance Rate on REMIC I-A Regular
        Interest LT-6B.

       

      With
        respect to REMIC I-B Regular Interest LT1-A7A and any Interest Accrual Period,
        a
        per annum rate equal to the REMIC I-A Remittance Rate on REMIC I-A Regular
        Interest LT-7B.

       

      With
        respect to REMIC I-B Regular Interest LT1-67B1, the REMIC I-A Remittance
        Rate on
        REMIC I-A Regular Interest LT1-6B, and with respect to REMIC I-B Regular
        Interest LT1-67B2, the REMIC I-A Remittance Rate on REMIC I-A Regular Interest
        LT1-7B.

       

      With
        respect to REMIC I-B Regular Interest LT1-B1, REMIC I-B Regular Interest
        LT1-B2,
        REMIC I-B Regular Interest LT1-B3, REMIC I-B Regular Interest LT1-B4, REMIC
        I-B
        Regular Interest LT1-B5 and REMIC I-B Regular Interest LT1-B6, the weighted
        average of the REMIC I-A Remittance Rates on REMIC I-A Regular Interest LT-1A,
        REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC
        I-A
        Regular Interest LT-4A, REMIC I-A Regular Interest LT-5A, REMIC I-A Regular
        Interest LT-6A, REMIC I-A Regular Interest LT-7A, weighted on the basis of
        the
        Uncertificated Balance of each such REMIC I-A Regular Interest.

       

      With
        respect to REMIC I-B Regular Interest LT1-R and the first Distribution Date,
        a
        per annum rate equal to the REMIC I-A Remittance Rate on REMIC I-A Regular
        Interest LT-1B.

       

      “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-6A, REMIC II-A Regular Interest LT-7A, REMIC II-A Regular Interest
        LT-ZZZ 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, REMIC II-A Regular Interest LT-2B,
        REMIC
        II-A Regular Interest LT-3B, REMIC II-A Regular Interest LT-4B, REMIC II-A
        Regular Interest LT-5B, REMIC II-A Regular Interest LT-6B and REMIC II-A
        Regular
        Interest LT-7B the weighted average of the Expense Adjusted Mortgage Rates
        of
        the Mortgage Loans in the related Loan Group, 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 sum of (i) the current Certificate Principal
        Balance of the Senior Certificates relating to such Loan Group and (ii) the
        current Certificate Principal Balance of Senior Support Certificates and
        the
        Component Principal Balance of Senior Support Components, as applicable,
        relating to such Loan Group (and, if applicable, the Uncertificated Balance
        of
        REMIC II-A Regular Interest LT-R).

       

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

       

      “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-A or REMIC II-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 1-R Certificates or Class 2-R
        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.

       

      “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 or Group 2 Senior
        Certificate.

       

      “Senior
        Interest Distribution Amount”: With respect to any Distribution Date and any
        Loan Group, an amount equal to the aggregate of the Interest Distribution
        Amounts for that Distribution Date for the related Super Senior Certificates,
        the related Senior Support Component or the related Senior Support Certificates,
        as applicable and related Interest Only Certificates and, in the case of
        the
        first Distribution Date, for the related Residual Certificates, if applicable.
        

       

      “Senior
        Percentage”: A Group 1 Senior Percentage or Group 2 Senior Percentage, as
        applicable. 

       

      “Senior
        Prepayment Percentage”: A Group 1 Senior Prepayment
        Percentage
        or Group 2 Senior Prepayment Percentage, as applicable.

       

      “Senior
        Principal Distribution Amount”: For any Distribution Date and the Super Senior
        Certificates and Senior Support Certificates or Senior Support Component,
        as
        applicable, and the Class 1-R Certificates relating to any Loan Group within
        Collateral Pool 1, an amount equal to the lesser of (i) the applicable 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; 

       

      (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; and
        

       

      (e) any
        Class
        A Principal Adjustment Amount (allocated among the Super Senior Certificates
        and
        Senior Support Certificates or Senior Support Component, as applicable, on
        a
pro
        rata
        basis
        based on their respective Certificate Principal Balances or Component Principal
        Balances, as the case may be), if (i) the Subordination Test with respect
        to the
        related Subordinate Certificates has not been met with respect to such
        Distribution Date and (ii) there are Super Senior Certificates and Senior
        Support Certificates or Senior Support Components, as applicable, remaining
        outstanding relating to more than one Loan Group in such Collateral
        Pool.

       

      For
        any
        Distribution Date and the Super Senior Certificates and Senior Support
        Certificates or Senior Support Component, as applicable, and the Class 2-R
        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:

       

      
        	 	
                (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 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; and 

       

      (e) any
        Class
        A Principal Adjustment Amount (allocated among the Super Senior Certificates
        and
        Senior Support Certificates or Senior Support Component, as applicable, relating
        to such Collateral Pool on a pro
        rata
        basis
        based on their respective Certificate Principal Balances or Component Principal
        Balances, as the case may be), if (i) the Subordination Test with respect
        to the
        related Subordinate Certificates has not been met with respect to such
        Distribution Date and (ii) there are Super Senior Certificates and Senior
        Support Certificates or Senior Support Components, as applicable, remaining
        outstanding relating to more than one Loan Group in such Collateral
        Pool.

       

      “Senior
        Support Certificates”: The Class 1-A1B Certificates, Class 1-23B Certificates,
        Class 1-45B Certificates, Class 1-67B Certificates, Class 2-A1B Certificates,
        Class 2-23B Certificates, Class 2-45B Certificates and Class 2-67B Certificates.
        The Class 1-23B Certificates are comprised of the 1-A2B Component and the
        Class
        1-A3B Component. The Class 1-45B Certificates are comprised of the 1-A4B
        Component and the Class 1-A5B Component. The Class 1-67B Certificates are
        comprised of the 1-A6B Component and the Class 1-A7B Component. The Class
        2-23B
        Certificates are comprised of the 2-A2B Component and the Class 2-A3B Component.
        The Class 2-45B Certificates are comprised of the 2-A4B Component and the
        Class
        2-A5B Component. The Class 2-67B Certificates are comprised of the 2-A6B
        Component and the Class 2-A7B Component.

       

      “Senior
        Support Components”: The 1-A2B Component, the 1-A3B Component, the 1-A4B
        Component, the 1-A5B Component, the 1-A6B Component, the 1-A7B Component,
        the
        2-A2B Component, the 2-A3B Component, the 2-A4B Component, the 2-A5B Component,
        the 2-A6B Component and the 2-A7B 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 Group 1 Mortgage Loans and the Group 2 Mortgage
        Loans
        will range
        from
        0.250% per annum to 0.375% per annum and the Servicing Fee Rate on certain
        Mortgage Loans serviced by Countrywide Home Loans Servicing LP will step-up
        from
        0.250% to 0.375% 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 appear
        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.

       

      “Single
        Certificate”: With respect to any Class of Certificates (other than any Class of
        Residual 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 the Residual 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 $6,045,182. For Collateral
        Pool
        2, initially an amount equal to $3,412,941. 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.

       

      “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 and the Group 2 Subordinate
        Certificates. 

       

      “Subordinate
        Net WAC Rate”: For
        any
        Distribution Date and the Group 1 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, the principal balance of the Mortgage Loans in
        each
        of Loan Group 1-1, Loan Group 1-2, Loan Group 1-3, Loan Group 1-4, Loan Group
        1-5, Loan Group 1-6 and Loan Group 1-7, the Certificate Principal Balance
        of the
        related Super Senior Certificates and the Certificate Principal Balance of
        the
        related Senior Support Certificates or the Component Principal Balance of
        the
        related Senior Support Component, as applicable and from the aggregate principal
        balance of the mortgage loans in Loan Group 1-1, the Certificate Principal
        Balance of the Class 1-R Certificates) of the weighted average Expense Adjusted
        Mortgage Rates of the Group 1-1 Mortgage Loans, the Group 1-2 Mortgage Loans,
        the Group 1-3 Mortgage Loans, the Group 1-4 Mortgage Loans, the Group 1-5
        Mortgage Loans, the Group 1-6 Mortgage Loans and the Group 1-7 Mortgage Loans.
        For federal income tax purposes, the equivalent of the foregoing, with respect
        to the related Corresponding Certificate, shall be the REMIC I-B Remittance
        Rate
        on REMIC I-B Regular Interest LT1-B1, REMIC I-B Regular Interest LT1-B2,
        REMIC
        I-B Regular Interest LT1-B3, REMIC I-B Regular Interest LT1-B4, REMIC I-B
        Regular Interest LT1-B5 and REMIC I-B Regular Interest LT1-B6,
        respectively.

       

      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, the principal balance of the Mortgage Loans in
        each
        of Loan Group 2-1, Loan Group 2-2, Loan Group 2-3, Loan Group 2-4, Loan Group
        2-5, Loan Group 2-6 and Loan Group 2-7, the Certificate Principal Balance
        of the
        related Super Senior Certificates and the Certificate Principal Balance of
        the
        related Senior Support Certificates or the Component Principal Balance of
        the
        related Senior Support Component, as applicable and from the aggregate principal
        balance of the mortgage loans in Loan Group 2-1, the Certificate Principal
        Balance
        of the Class 2-R Certificates) of the weighted average Expense Adjusted Mortgage
        Rates of the Group 2-1 Mortgage Loans, the Group 2-2 Mortgage Loans, the
        Group
        2-3 Mortgage Loans, the Group 2-4 Mortgage Loans, the Group 2-5 Mortgage
        Loans,
        the Group 2-6 Mortgage Loans and the Group 2-7 Mortgage Loans. For federal
        income tax purposes, the equivalent of the foregoing shall be expressed as
        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, REMIC II-A Regular Interest LT-5A,
        REMIC II-A Regular Interest LT-6A and REMIC II-A Regular Interest LT-7A,
        weighted on the basis of the Uncertificated Balance of each such REMIC II-A
        Regular Interest.

       

      “Subordinate
        Percentage”: A Group 1 Subordinate Percentage or Group 2 Subordinate Percentage,
        as applicable.

       

      “Subordinate
        Prepayment Percentage”: A Group 1 Subordinate Prepayment Percentage or Group 2
        Subordinate Prepayment Percentage, as applicable. 

       

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

       

      (a) 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) 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) 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) with
        respect to the related Subordinate Certificates, any Class A Principal
        Adjustment Amount, if (i) the Subordination Test with respect to the related
        Subordinate Certificates has been met with respect to such Distribution Date
        and
        (ii) there are Class A Certificates remaining outstanding relating to more
        than
        one Loan Group in such Collateral Pool.

       

      “Subordination
        Test”: With respect to any Collateral Pool, 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. 

       

      “Super
        Senior Certificates”: The
        Class 1-A1A Certificates, Class 1-A2A Certificates, Class 1-A3A Certificates,
        Class 1-A4A Certificates, Class 1-A5A Certificates, Class 1-A6A Certificates,
        Class 1-A7A Certificates, Class 2-A1A Certificates, Class 2-A2A Certificates,
        Class 2-A3A Certificates, Class 2-A4A Certificates, Class 2-A5A Certificates,
        Class 2-A6A Certificates and Class 2-A7A Certificates. 

       

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

       

      “Termination
        Price”: As defined in Section 9.01.

       

      “Terminator”:
        With respect to the termination of REMIC I-A the Seller (provided that the
        Seller may at any time sell, assign or otherwise dispose of its right to
        be
        Terminator of REMIC I-A). 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). 

       

      “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 Collateral Pool 2 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-A, REMIC I-B, REMIC I-C, REMIC
        II-A, REMIC II-B.

       

      “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-A, REMIC I-B, REMIC I-C, REMIC II-A, and REMIC
        II-B.

       

      “Uncertificated
        Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
        determination. As of the Closing Date, the Uncertificated Balance of each
        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 4.08 and, if and to the extent
        necessary and appropriate, shall be further reduced on such Distribution
        Date by
        Realized Losses as provided in Section 4.04.

       

      “Undercollateralized
        Amount”: As to any Distribution Date and any Loan Group, the excess, if any, of
        the Certificate Principal Balance of the related Super Senior Certificates
        and
        the related Senior Support Certificates or the Component Principal Balance
        of
        the related Senior Support Component, as applicable, 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 either Collateral Pool, as to any Distribution
        Date, any Loan Group within such Collateral Pool for which an
        Undercollateralized Amount greater than zero is calculated. 

       

      “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) 98% of all of the Voting Rights relating to Collateral Pool 1 shall be
        allocated to the Holders of the related Classes of Regular Certificates (other
        than the related Residual Certificates and the related 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 Interest Only Certificates 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) 99% 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 Residual 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.


       

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

       

      “Weichert
        Mortgage Loans”: The
        Mortgage Loans originated by Weichert Financial.

       

      “Wells
        Fargo”: Wells Fargo Bank, N.A., as successor in interest to Wells Fargo Home
        Mortgage, Inc., or
        its
        successor in interest.

       

      “Wells
        Fargo Mortgage Loans”: The
        Mortgage Loans originated by Wells Fargo, American Home Mortgage Corp. (with
        respect to Collateral Pool 1), MortgageIt, Quicken or Weichert and serviced
        by
        Wells Fargo.

       

      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 (other
        than the Class 2-P 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 Mortgage Loans
        in a
        Collateral Pool for any Distribution Date shall be allocated, with respect
        to
        the Group 1 Loans, among the REMIC I-A Regular Interests pro
        rata
        in
        accordance with and to the extent of one month’s interest at the REMIC I-A
        Remittance Rate on the respective Uncertificated Balances of such regular
        interests, and then among the REMIC I-B Regular Interests in the same manner
        and
        with same priorities as such Prepayment Interest Shortfalls and Relief Act
        Interest Shortfalls are allocated among the Corresponding Certificates. With
        respect to the Group 2 Loans, such Prepayment Interest Shortfalls and Relief
        Act
        Interest Shortfalls shall be allocated among the REMIC II-A Regular Interests
        (other than REMIC II-A Regular Interest LT-P) pro
        rata
        in
        accordance with, and to the extent of, one month’s interest at the REMIC II-A
        Remittance Rate on the respective Uncertificated Balances of such regular
        interests.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      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-A and REMIC II-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). 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 a Custodian on its behalf, the following
        documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
        so transferred and assigned:

       

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

       

      (ii) The
        original recorded Mortgage, noting the presence of the MIN of the Mortgage
        Loan
        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

       

      (vii) [reserved].

       

      In
        instances where an original recorded Mortgage cannot be delivered by the
        Depositor to the Trustee (or a 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 a 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 a Custodian on behalf of the Trustee), deliver such assignment
        to the Trustee (or a 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 a 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
        a
        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 a
        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 a 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 a 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 a 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.

       

      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 a 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 a Custodian on behalf of the Trustee) is
        subsequently located, such original Mortgage Note shall be delivered to the
        Trustee (or a Custodian on behalf of the Trustee) within three Business
        Days.

       

      The
        Depositor shall deliver or cause to be delivered to the Trustee (or a 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 a 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 a 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 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 a 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 a 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 a 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 a 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 a 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 a Custodian pursuant to
        which
        the Trustee appoints a 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 (West), a federal savings
        bank, is appointed as Custodian with respect to the Mortgage Files of all
        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 the Mortgage Files (other than ownership thereof
        for
        the benefit of the Certificateholders and related duties and obligations
        set
        forth herein). 

       

      SECTION
        2.03 Repurchase
        or Substitution of Mortgage Loans by the 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-A or REMIC II-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 a 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-A
        or REMIC II-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-A or REMIC II-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 a 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. A 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 a 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 a 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 a
        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 a 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 a 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-A and REMIC II-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 Trust Administrator, 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 constitute the entire beneficial ownership
        interest in REMIC I-C and REMIC II-B.

       

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

       

      The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee, without recourse
        all the right, title and interest of the Depositor in and to the REMIC I-A
        Regular Interests for the benefit of the Class 1-R Certificateholders (as
        holder
        of the Class R-IA Residual Interest) and REMIC I-B (as holder of the REMIC
        I-A
        Regular Interests). The Trustee acknowledges receipt of the REMIC I-A Regular
        Interests and declares that it holds and will hold the same in trust for
        the
        exclusive use and benefit of all present and future Class 1-R Certificateholders
        (as holder of the Class R-IA Residual Interest) and REMIC I-B (as holder
        of the
        REMIC I-A Regular Interests). The Depositor, concurrently with the execution
        and
        delivery hereof, does hereby transfer, assign, set over and otherwise convey
        to
        the Trustee, without recourse all the right, title and interest of the Depositor
        in and to the REMIC I-B Regular Interests for the benefit of the Class 1-R
        Certificateholders (as holder of the Class R-IB Residual Interest) and REMIC
        I-C
        (as holder of the REMIC I-B Regular Interests). The Trustee acknowledges
        receipt
        of the REMIC I-B Regular Interests and declares that it holds and will hold
        the
        same in trust for the exclusive use and benefit of all present and future
        Class
        1-R Certificateholders (as holder of the Class R-IB Residual Interest) and
        REMIC
        I-C (as holder of the REMIC I-B Regular Interests). The rights of the Class
        1-R
        Certificateholders (as holder of the Class R-IA Residual Interest) and of
        REMIC
        I-B (as holder of the REMIC I-A Regular Interests) and the rights of the
        Class
        1-R Certificateholders (as holder of the Class R-IB Residual Interest) and
        of
        REMIC I-C (as holder of the REMIC I-B Regular Interests) to receive
        distributions from the proceeds of REMIC I-A and REMIC I-B and all ownership
        interests evidenced or constituted by the Class 1-R Certificates and the
        Regular
        Certificates evidencing interests in REMIC I-C, shall be as set forth in
        this
        Agreement. 

       

      The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee, without recourse
        all the right, title and interest of the Depositor in and to the REMIC II-A
        Regular Interests for the benefit of the Class 2-R Certificateholders (as
        holder
        of the Class R-IIA Residual Interest) and REMIC II-B (as holder of the REMIC
        II-A Regular Interests). 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 all present and future Class 2-R
        Certificateholders (as holder of the Class R-IIA Residual Interest) and REMIC
        II-B (as holder of the REMIC II-A Regular Interests). The rights of the Class
        2-R Certificateholders (as holder of the Class R-IIB Interest) and of REMIC
        II-B
        (as holder of the REMIC II-A Regular Interests) to receive distributions
        from
        the proceeds of REMIC II-A and all ownership interests evidenced or constituted
        by the Class 2-R Certificates and the Regular Certificates evidencing interests
        in REMIC II-B, shall be as set forth in this Agreement. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

       

      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, National City is the Sub-Servicer with respect to the National
        City Mortgage Loans and in such capacity National City will be primarily
        responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date,
        PHH is the Sub-Servicer with respect to the PHH Mortgage Loans and in such
        capacity PHH 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. As of the
        Cut-Off Date, CitiMortgage is the Sub-Servicer with respect to certain of
        the
        Mortgage Loans originated by American Home Mortgage Corp. and in such capacity
        CitiMortgage 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), 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 Available Distribution Amount
        (calculated without regard to the subtraction therefrom of any amounts described
        in clause (ii)(a) of the 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) [reserved];
        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 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 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 a 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 a 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 a 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 2007, 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 2007, 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 supercede 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 during the related Prepayment Period
        and
        (ii) the applicable Compensating Interest Payment for that Collateral
        Pool.

       

      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.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 related
        Group 1 Available Distribution Amount for each Loan Group within Collateral
        Pool
        1. Distributions on each Distribution Date with respect to the Group 1
        Certificates will be made to the Holders of the applicable Ceritifcates in
        the
        following amounts and order of priority, from the related Available Distribution
        Amount or related Available Distribution Amounts: 

       

      
        	 	
                I.
                  

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

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Holders of the Class 1-A1A Certificates, the Class 1-A1B
                  Certificates and the Class 1-AIO Certificates, and on the first
                  distribution date, the Class 1-R 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 1-1 and such
                  Distribution Date, first to the Class 1-R Certificates and then
                  concurrently, to the Class 1-A1A Certificates and the Class 1-A1B
                  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 related to the Group
                  1-2
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Holders of the Class 1-A2A Certificates and the Class 1-A2B
                  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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 1-2 and such
                  Distribution Date, concurrently, to the Class 1-A2A Certificates
                  and the
                  Class 1-A2B 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 1 Available Distribution Amount related to the Group
                  1-3
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 1-A3A Certificates and the Class 1-A3B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 1-3 and such
                  Distribution Date, concurrently, to the Class 1-A3A Certificates
                  and the
                  Class 1-A3B 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;

              


      

       

      
        	 	
                IV.
                  

              	
                From
                  the Group 1 Available Distribution Amount related to the Group
                  1-4
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 1-A4A Certificates and the Class 1-A4B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 1-4 and such
                  Distribution Date, concurrently, to the Class 1-A4A Certificates
                  and the
                  Class 1-A4B 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;

              


      

       

      
        	 	
                V.
                  

              	
                From
                  the Group 1 Available Distribution Amount related to the Group
                  1-5
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 1-A5A Certificates and the Class 1-A5B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 1-5 and such
                  Distribution Date, concurrently, to the Class 1-A5A Certificates
                  and the
                  Class 1-A5B 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;

              


      

       

      
        	 	
                VI.
                  

              	
                From
                  the Group 1 Available Distribution Amount related to the Group
                  1-6
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 1-A6A Certificates and the Class 1-A6B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 1-6 and such
                  Distribution Date, concurrently, to the Class 1-A6A Certificates
                  and the
                  Class 1-A6B 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;

              


      

       

      
        	 	
                VII.
                  

              	
                From
                  the Group 1 Available Distribution Amount related to the Group
                  1-7
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 1-A7A Certificates and the Class 1-A7B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 1-7 and such
                  Distribution Date, concurrently, to the Class 1-A7A Certificates
                  and the
                  Class 1-A7B 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;

              


      

       

      
        	 	
                VIII.

              	
                From
                  the sum of the Group 1 Available Distribution Amounts remaining
                  after the
                  above distributions have been made:

              


      

       

      
        	 	
                (i)

              	
                to
                  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 1-B1 Certificates; second, to the
                  Class 1-B2
                  Certificates; third, to the Class 1-B3 Certificates; fourth, to
                  the Class
                  1-B4 Certificates; fifth, to the Class 1-B5 Certificates; and sixth,
                  to
                  the Class 1-B6 Certificates, in each case to the extent of the
                  remaining
                  Group 1 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 1 Subordinate Certificates, each such Class’s allocable share of
                  the Group 1 Subordinate Principal Distribution Amount for such
                  Distribution Date and each Loan Group within Collateral Pool 1,
                  allocable
                  among the Classes of Group 1 Subordinate Certificates in reduction
                  of the
                  Certificate Principal Balances thereof pro
                  rata
                  in
                  accordance with the respective amounts payable as to each such
                  Class
                  pursuant to the priorities and amounts set forth in Section 4.01(b)(i);
                  and 

              


      

       

      
        	 	
                (iii)

              	
                to
                  the Class 1-R 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 2-A1A Certificates and the Class 2-A1B Certificates,
                  and on
                  the first Distribution Date, the Class 2-R 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 2-1 and such
                  Distribution Date, first to the Class 2-R Certificates and then
                  concurrently, to the Class 2-A1A Certificates and the Class 2-A1B
                  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 2 Available Distribution Amount related to the Group
                  2-2
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 2-A2A Certificates and the 2-A2B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 2-2 and such
                  Distribution Date, concurrently, to the Class 2-A2A Certificates
                  and the
                  Class 2-A2B 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 2-A3A Certificates and the 2-A3B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 2-3 and such
                  Distribution Date, concurrently, to the Class 2-A3A Certificates
                  and the
                  Class 2-A3B 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;

              


      

       

      
        	 	
                IV.
                  

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

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 2-A4A Certificates and the 2-A4B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 2-4 and such
                  Distribution Date, concurrently, to the Class 2-A4A Certificates
                  and the
                  Class 2-A4B 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;

              


      

       

      
        	 	
                V.
                  

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

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 2-A5A Certificates and the 2-A5B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 2-5 and such
                  Distribution Date, concurrently, to the Class 2-A5A Certificates
                  and the
                  Class 2-A5B 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;

              


      

       

      
        	 	
                VI.
                  

              	
                From
                  the Group 2 Available Distribution Amount related to the Group
                  2-6
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 2-A6A Certificates and the 2-A6B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 2-6 and such
                  Distribution Date, concurrently, to the Class 2-A6A Certificates
                  and the
                  Class 2-A6B 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;

              


      

       

      
        	 	
                VII.
                  

              	
                From
                  the Group 2 Available Distribution Amount related to the Group
                  2-7
                  Mortgage Loans:

              


      

       

      
        	 	
                (i)

              	
                concurrently,
                  to the Class 2-A7A Certificates and the 2-A7B 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;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Senior Principal Distribution Amount for Loan Group 2-7 and such
                  Distribution Date, concurrently, to the Class 2-A7A Certificates
                  and the
                  Class 2-A7B 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;

              


      

       

      
        	 	
                VIII.

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

              


      

       

      
        	 	
                (i)

              	
                to
                  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 2-B1 Certificates; second, to the
                  Class 2-B2
                  Certificates; third, to the Class 2-B3 Certificates; fourth, to
                  the Class
                  2-B4 Certificates; fifth, to the Class 2-B5 Certificates; and sixth,
                  to
                  the Class 2-B6 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 Group 2 Subordinate Certificates, each such Class’s allocable share of
                  the Group 2 Subordinate Principal Distribution Amount for such
                  Distribution Date and each Loan Group within Collateral Pool 2,
                  allocable
                  among the Classes of Group 2 Subordinate Certificates in reduction
                  of the
                  Certificate Principal Balances thereof pro
                  rata
                  in
                  accordance with the respective amounts payable as to each such
                  Class
                  pursuant to the priorities and amounts set forth in Section 4.01(b)(i);
                  

              


      

       

      
        	 	
                (iii)

              	
                if
                  such Distribution Date follows the expiration of the latest expiring
                  prepayment charge, penalty or premium on any GreenPoint Mortgage
                  Loan
                  remaining in such Collateral Pool, to the Holders of the Class
                  2-P
                  Certificates, until the Certificate Principal Balance thereof has
                  been
                  reduced to zero; and 

              


      

       

      
        	 	
                (iv)

              	
                to
                  the Class 2-R Certificates, any remaining
                  amounts.

              


      

       

      (3) On
        each Distribution Date, all amounts representing prepayment charges, penalties
        or premiums in respect of the Greenpoint 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 2-P Certificates
        and
        shall not be available for distribution to the Holders of any other Class
        of
        Certificates. The payment of the foregoing amounts to the Holders of the
        Class
        2-P Certificates shall not reduce the Certificate Principal Balance
        thereof.

       

      (4) 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 available funds for such Distribution Date and (y) the aggregate amount
        of related Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud
        Losses, Excess Special Hazard Losses and Extraordinary Losses, previously
        allocated to the Class 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)(VIII)(ii) above and the aggregate distributions of principal made
        on
        such date in respect of the Group 2 Subordinate Certificates pursuant to
        Section
        4.01(a)(2)(VIII)(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 (X)
        the
        related Class B Percentage of the amounts described in clauses (i) through
        (v)
        of clause (a) of the definition of Subordinate Principal Distribution Amount,
        (Y) the portion of the amounts described in clauses (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 portion of (a) all net Liquidation Proceeds and Insurance
        Proceeds with respect to any Group 1 Mortgage Loans that were the subject
        of a
        Final Recovery Determination in the related Prepayment Period and (b) all
        Principal Prepayments received in respect of the Group 1 Mortgage Loans in
        the
        related Prepayment Period, allocable to principal and not included in the
        related Senior Principal Distribution Amount, will be allocated on a
pro
        rata
        basis
        among the following Classes of Group 1 Subordinate Certificates (each, an
        “Eligible Class”) in proportion to the respective outstanding Certificate
        Principal Balances thereof: (i) the Class 1-B1 Certificates, (ii) the Class
        1-B2
        Certificates, if on such Distribution Date the aggregate percentage interest
        in
        Collateral Pool 1 evidenced by the Class 1-B2 Certificates, the Class 1-B3
        Certificates, the Class 1-B4 Certificates, the Class 1-B5 Certificates and
        the
        Class 1-B6 Certificates equals or exceeds 2.30% before giving effect to
        distributions on such Distribution Date, (iii) the Class 1-B3 Certificates,
        if
        on such Distribution Date the aggregate percentage interest in Collateral
        Pool 1
        evidenced by the Class 1-B3 Certificates, the Class 1-B4 Certificates, the
        Class
        1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 1.50%
        before
        giving effect to distributions on such Distribution Date, (iv) the Class
        1-B4
        Certificates, if on such Distribution Date the aggregate percentage interest
        in
        Collateral Pool 1 evidenced by the Class 1-B4 Certificates, the Class 1-B5
        Certificates and the Class 1-B6 Certificates equals or exceeds 1.00% before
        giving effect to distributions on such Distribution Date, (v) the Class 1-B5
        Certificates, if on such Distribution Date the aggregate percentage interest
        in
        Collateral Pool 1 evidenced by the Class 1-B5 Certificates and the Class
        1-B6
        Certificates equals or exceeds 0.50% before giving effect to distributions
        on
        such Distribution Date and (vi) the Class 1-B6 Certificates, if on such
        Distribution Date the percentage interest in Collateral Pool 1 evidenced
        by the
        Class 1-B6 Certificates equals or exceeds 0.25% 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) will be distributed among the Certificates
        that are Eligible Classes in the manner set forth above.

       

      On
        any
        Distribution Date, the portion of (a) all net Liquidation Proceeds and Insurance
        Proceeds with respect to any Group 2 Mortgage Loans that were the subject
        of a
        Final Recovery Determination in the related Prepayment Period and (b) all
        Principal Prepayments received in respect of the Group 2 Mortgage Loans in
        the
        related Prepayment Period, allocable to principal and not included in the
        related Senior Principal Distribution Amounts, 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 2-B1 Certificates, (ii) the Class
        2-B2
        Certificates, if on such Distribution Date the aggregate percentage interest
        in
        Collateral Pool 2 evidenced by the Class 2-B2 Certificates, the Class 2-B3
        Certificates, the Class 2-B4 Certificates, the Class 2-B5 Certificates and
        the
        Class 2-B6 Certificates equals or exceeds 4.30% before giving effect to
        distributions on such Distribution Date, (iii) the Class 2-B3 Certificates,
        if
        on such Distribution Date the aggregate percentage interest in Collateral
        Pool 2
        evidenced by the Class 2-B3 Certificates, the Class 2-B4 Certificates, the
        Class
        2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 2.90%
        before
        giving effect to distributions on such Distribution Date, (iv) the Class
        2-B4
        Certificates, if on such Distribution Date the aggregate percentage interest
        in
        Collateral Pool 2 evidenced by the Class 2-B4 Certificates, the Class 2-B5
        Certificates and the Class 2-B6 Certificates equals or exceeds 2.00% before
        giving effect to distributions on such Distribution Date, (v) the Class 2-B5
        Certificates, if on such Distribution Date the aggregate percentage interest
        in
        Collateral Pool 2 evidenced by the Class 2-B5 Certificates and the Class
        2-B6
        Certificates equals or exceeds 0.95% before giving effect to distributions
        on
        such Distribution Date and (vi) the Class 2-B6 Certificates, if on such
        Distribution Date the percentage interest in Collateral Pool 2 evidenced
        by the
        Class 2-B6 Certificates equals or exceeds 0.45% 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) will be distributed 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 or Components of each such Class allocable to
        principal;

       

      (ii) the
        amount of the distribution made on such Distribution Date to the Holders
        of
        Certificates or Components 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 during 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/OTS 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 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 for
        such
        Distribution Date and the Interest Distribution Amount in respect of each
        such
        Class of Certificates (other
        than the Class 2-P 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; or

       

      (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. 

       

      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. 

       

      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 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-A or REMIC II-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) All
        Realized Losses on the Mortgage Loans related to each Collateral Pool (other
        than Excess Losses) shall be allocated by the Paying Agent 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. 

       

      Thereafter,
        (i) with respect to Collateral Pool 1, upon the reduction of the Certificate
        Principal Balances of the related Subordinate Certificates to zero, all 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 1-A1A
        Certificates and the Class 1-A1B Certificates as described below (if the
        Realized Loss is on a Group 1-1 Mortgage Loan), to the Class 1-A2A Certificates
        and the Class 1-23B Certificates as described below (if the Realized Loss
        is on
        a Group 1-2 Mortgage Loan), to the Class 1-A3A Certificates and the Class
        1-23B
        Certificates as described below (if the Realized Loss is on a Group 1-3 Mortgage
        Loan), to the Class 1-A4A Certificates and the Class 1-45B Certificates as
        described below (if the Realized Loss is on a Group 1-4 Mortgage Loan), to
        the
        Class 1-A5A Certificates and the Class 1-45B Certificates as described below
        (if
        the Realized Loss is on a Group 1-5 Mortgage Loan), to the Class 1-A6A
        Certificates and the Class 1-67B Certificates as described below (if the
        Realized Loss is on a Group 1-6 Mortgage Loan) and to the Class 1-A7A
        Certificates and the Class 1-67B Certificates as described below (if the
        Realized Loss is on a Group 1-7 Mortgage Loan) and (ii) with respect to
        Collateral Pool 2, upon the reduction of the Certificate Principal Balances
        of
        the related Subordinate Certificates to zero, all 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 2-A1A Certificates and
        the
        Class 2-A1B Certificates as described below (if the Realized Loss is on a
        Group
        2-1 Mortgage Loan), to the Class 2-A2A Certificates and the Class 2-23B
        Certificates as described below (if the Realized Loss is on a Group 2-2 Mortgage
        Loan), to the Class 2-A3A Certificates and the Class 2-23B Certificates as
        described below (if the Realized Loss is on a Group 2-3 Mortgage Loan), to
        the
        Class 2-A4A Certificates and the Class 2-45B Certificates as described below
        (if
        the Realized Loss is on a Group 2-4 Mortgage Loan), to the Class 2-A5A
        Certificates and the Class 2-45B Certificates as described below (if the
        Realized Loss is on a Group 2-5 Mortgage Loan), to the Class 2-A6A Certificates
        and the Class 2-67B Certificates as described below (if the Realized Loss
        is on
        a Group 2-6 Mortgage Loan) and to the Class 2-A7A Certificates and the Class
        2-67B Certificates as described below (if the Realized Loss is on a Group
        2-7
        Mortgage Loan).

       

      Excess
        Losses on the Group 1 Mortgage Loans will be allocated on any Distribution
        Date
        by allocating (i) the related Group 1 Senior Percentage of the Excess Loss
        to
        the Class 1-A1A Certificates and Class 1-A1B Certificates as described below
        (if
        the Excess Loss is on a Group 1-1 Mortgage Loan), to the Class 1-A2A
        Certificates and Class 1-23B Certificates as described below (if the Excess
        Loss
        is on a Group 1-2 Mortgage Loan), to the Class 1-A3A Certificates and Class
        1-23B Certificates as described below (if the Excess Loss is on a Group 1-3
        Mortgage Loan), to the Class 1-A4A Certificates and Class 1-45B Certificates
        as
        described below (if the Excess Loss is on a Group 1-4 Mortgage Loan), to
        the
        Class 1-A5A Certificates and Class 1-45B Certificates as described below
        (if the
        Excess Loss is on a Group 1-5 Mortgage Loan), to the Class 1-A6A Certificates
        and Class 1-67B Certificates as described below (if the Excess Loss is on
        a
        Group 1-6 Mortgage Loan), to the Class 1-A7A Certificates and Class 1-67B
        Certificates as described below (if the Excess Loss is on a Group 1-7 Mortgage
        Loan) and (ii) the related Group 1 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 1 Subordinate Certificates on a pro
        rata
        basis.


       

      Excess
        Losses on the Group 2 Mortgage Loans will be allocated on any distribution
        date
        by allocating (i) the related Group 2 Senior Percentage of the Excess Loss
        to
        the Class 2-A1A Certificates and Class 2-A1B Certificates as described below
        (if
        the Excess Loss is on a Group 2-1 Mortgage Loan), to the Class 2-A2A
        Certificates and Class 2-23B Certificates as described below (if the Excess
        Loss
        is on a Group 2-2 Mortgage Loan), to the Class 2-A3A Certificates and Class
        2-23B Certificates as described below (if the Excess Loss is on a Group 2-3
        Mortgage Loan), to the Class 2-A4A Certificates and Class 2-45B Certificates
        as
        described below (if the Excess Loss is on a Group 2-4 Mortgage Loan), to
        the
        Class 2-A5A Certificates and Class 2-45B Certificates as described below
        (if the
        Excess Loss is on a Group 2-5 Mortgage Loan), to the Class 2-A6A Certificates
        and Class 2-67B Certificates as described below (if the Excess Loss is on
        a
        Group 2-6 Mortgage Loan), to the Class 2-A7A Certificates and Class 2-67B
        Certificates as described below (if the Excess Loss is on a Group 2-7 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 will be
        allocated on any Distribution Date as follows: first, to the Class 1-B6
        Certificates; second, to the Class 1-B5 Certificates; third, to the Class
        1-B4
        Certificates; fourth, to the Class 1-B3 Certificates; fifth, to the Class
        1-B2
        Certificates; and sixth, to the Class 1-B1 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 will
        be
        allocated on any Distribution Date as follows: first, to the Class 2-B6
        Certificates; second, to the Class 2-B5 Certificates; third, to the Class
        2-B4
        Certificates; fourth, to the Class 2-B3 Certificates; fifth, to the Class
        2-B2
        Certificates; and sixth, to the Class 2-B1 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.


       

      Notwithstanding
        the foregoing, with respect to Collateral Pool 1, (i) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        1-A1A Certificates and Class 1-A1B 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
        1-A1A Certificates and Class 1-A1B Certificates will
        be allocated first to the Class 1-A1B Certificates until the Certificate
        Principal Balance thereof has
        been reduced to zero and then to the Class 1-A1A Certificates, (ii) any Realized
        Loss (including any Excess Loss) that is allocated to the Class
        1-A2A Certificates and Class 1-23B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        1-A2A Certificates and the
        Component Principal Balance of the 1-A2B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        1-A2A Certificates and Class 1-23B Certificates will
        be allocated first to the Class 1-23B Certificates to the extent of the
        Component Principal Balance of the 1-A2B Component until the Component
        Principal Balance of the 1-A2B Component
        has been reduced to zero and then to the Class 1-A2A Certificates, (iii)
        any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        1-A3A Certificates and Class 1-23B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        1-A3A Certificates and the
        Component Principal Balance of the 1-A2B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        1-A3A Certificates and Class 1-23B Certificates will
        be allocated first to the Class 1-23B Certificates to the extent of the
        Component Principal Balance of the 1-A3B Component until the Component
        Principal Balance of the 1-A3B Component
        has been reduced to zero and then to the Class 1-A3A Certificates, (iv) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        1-A4A Certificates and Class 1-45B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        1-A4A Certificates and the
        Component Principal Balance of the 1-A4B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        1-A4A Certificates and Class 1-45B Certificates will
        be allocated first to the Class 1-45B Certificates to the extent of the
        Component Principal Balance of the 1-A4B Component until the Component
        Principal Balance of the 1-A4B Component
        has been reduced to zero and then to the Class 1-A4A Certificates, (v) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        1-A5A Certificates and Class 1-45B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        1-A5A Certificates and the
        Component Principal Balance of the 1-A5B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        1-A5A Certificates and Class 1-45B Certificates will
        be allocated first to the Class 1-45B Certificates to the extent of the
        Component Principal Balance of the 1-A5B Component until the Component
        Principal Balance of the 1-A5B Component
        has been reduced to zero and then to the Class 1-A5A Certificates, (vi) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        1-A6A Certificates and Class 1-67B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        1-A6A Certificates and the
        Component Principal Balance of the 1-A6B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        1-A6A Certificates and Class 1-67B Certificates will
        be allocated first to the Class 1-67B Certificates to the extent of the
        Component Principal Balance of the 1-A6B Component until the Component
        Principal Balance of the 1-A6B Component
        has been reduced to zero and then to the Class 1-A6A Certificates and (vii)
        any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        1-A7A Certificates and Class 1-67B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        1-A7A Certificates and the
        Component Principal Balance of the 1-A7B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        1-A7A Certificates and Class 1-67B Certificates will
        be allocated first to the Class 1-67B Certificates to the extent of the
        Component Principal Balance of the 1-A7B Component until the Component
        Principal Balance of the 1-A7B Component
        has been reduced to zero and then to the Class 1-A7A Certificates. 

       

      Notwithstanding
        the foregoing, with respect to Collateral Pool 2, (i) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        2-A1A Certificates and Class 2-A1B 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
        2-A1A Certificates and Class 2-A1B Certificates will
        be allocated first to the Class 2-A1B Certificates until the Certificate
        Principal Balance thereof has
        been reduced to zero and then to the Class 2-A1A Certificates, (ii) any Realized
        Loss (including any Excess Loss) that is allocated to the Class
        2-A2A Certificates and Class 2-23B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        2-A2A Certificates and the
        Component Principal Balance of the 2-A2B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        2-A2A Certificates and Class 2-23B Certificates will
        be allocated first to the Class 2-23B Certificates to the extent of the
        Component Principal Balance of the 2-A2B Component until the Component
        Principal Balance of the 2-A2B Component
        has been reduced to zero and then to the Class 2-A2A Certificates, (iii)
        any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        2-A3A Certificates and Class 2-23B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        2-A3A Certificates and the
        Component Principal Balance of the 2-A3B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        2-A3A Certificates and Class 2-23B Certificates will
        be allocated first to the Class 2-23B Certificates to the extent of the
        Component Principal Balance of the 2-A3B Component until the Component
        Principal Balance of the 2-A3B Component
        has been reduced to zero and then to the Class 2-A3A Certificates, (iv) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        2-A4A Certificates and Class 2-45B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        2-A4A Certificates and the
        Component Principal Balance of the 2-A4B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        2-A4A Certificates and Class 2-45B Certificates will
        be allocated first to the Class 2-45B Certificates to the extent of the
        Component Principal Balance of the 2-A4B Component until the Component
        Principal Balance of the 2-A4B Component
        has been reduced to zero and then to the Class 2-A4A Certificates, (v) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        2-A5A Certificates and Class 2-45B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        2-A5A Certificates and the
        Component Principal Balance of the 2-A5B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        2-A5A Certificates and Class 2-45B Certificates will
        be allocated first to the Class 2-45B Certificates to the extent of the
        Component Principal Balance of the 2-A5B Component until the Component
        Principal Balance of the 2-A5B Component
        has been reduced to zero and then to the Class 2-A5A Certificates, (vi) any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        2-A6A Certificates and Class 2-67B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        2-A6A Certificates and the
        Component Principal Balance of the 2-A6B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        2-A6A Certificates and Class 2-67B Certificates will
        be allocated first to the Class 2-67B Certificates to the extent of the
        Component Principal Balance of the 2-A6B Component until the Component
        Principal Balance of the 2-A6B Component
        has been reduced to zero and then to the Class 2-A6A Certificates and (vii)
        any
        Realized Loss (including any Excess Loss) that is allocated to the Class
        2-A7A Certificates and Class 2-67B Certificates will
        be allocated between such Classes on a pro
        rata
        basis (based on the Certificate
        Principal Balance of the Class
        2-A7A Certificates and the
        Component Principal Balance of the 2-A7B
        Component); provided that any Realized Losses (other than any Excess Losses)
        so
        allocated to the Class
        2-A7A Certificates and Class 2-67B Certificates will
        be allocated first to the Class 2-67B Certificates to the extent of the
        Component Principal Balance of the 2-A7B Component until the Component
        Principal Balance of the 2-A7B Component
        has been reduced to zero and then to the Class 2-A7A Certificates.

       

      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.

       

      (c) 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) ii)
        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 2007, 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 2007, (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.

       

      (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 1 Mortgage Loans

      


      (a) Interest
        shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance
        Rate for each such REMIC I-A Regular Interest on the related Uncertificated
        Balance.

       

      (b) Distributions
        of principal shall be deemed to be made from amounts received on the Group
        1
        Mortgage Loans to the REMIC I-A Regular Interests, first, so as to keep the
        Uncertificated Balance of each REMIC I-A Regular Interest ending with the
        designation “B” equal to 1.0% of the aggregate Scheduled Principal Balance of
        the Mortgage Loans in the related Loan Group; second, to each REMIC I-A Regular
        Interest ending with the designation “A,” so that the Uncertificated Balance of
        each such REMIC I-A Regular Interest is equal to 1.0% of the excess of (x)
        the
        aggregate Scheduled Principal Balance of the Mortgage Loans in the related
        Loan
        Group over (y) the sum of (i) the Certificate Principal Balance of the related
        Senior Certificates plus (ii) the Certificate Principal Balance of the related
        Senior Support 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 I-A Regular Interests such that the REMIC I-A
        Subordinated Balance Ratio is maintained); and third, any remaining principal
        to
        REMIC I-A Regular Interest LT-ZZZ.

       

      (c) Interest
        shall be payable to the REMIC I-B Regular Interests at the REMIC I-B Remittance
        Rate for each such REMIC I-B Regular Interest on the related Uncertificated
        Balance.

       

      (d)
         Distributions
        of principal shall be deemed to be made from amounts received on the Group
        1
        Mortgage Loans to the REMIC I-B Regular Interests to each REMIC I-B Regular
        Interest in the same manner as such amounts are distributed to the Corresponding
        Certificate as set forth in Section 4.01 hereof.

       

      (e) Realized
        Losses on the Group 1 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 I-A Regular Interest ending with the designation “B” equal
        to 1.0% of the aggregate Scheduled Principal Balance of the Mortgage Loans
        in
        the related Loan Group; second, to each REMIC I-A Regular Interest ending
        with
        the designation “A,” so that the Uncertificated Balance of each such REMIC I-A
        Regular Interest is equal to 1.0% of the excess of (x) the aggregate Scheduled
        Principal Balance of the Mortgage Loans in the related Loan Group over (y)
        the
        sum of (i) the Certificate Principal Balance of the related Senior Certificates
        plus (ii) the Certificate Principal Balance of the related Senior Support
        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 I-A Regular Interests such that the REMIC I-A Subordinated
        Balance Ratio is maintained); and third, any remaining Realized Losses on
        the
        Mortgage Loans shall be allocated to REMIC I-A Regular Interest LT-ZZZ. Interest
        shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance
        Rate for each such REMIC I-A Regular Interest on the related Uncertificated
        Balance.

       

      (f)
         Realized
        Losses on the Group 1 Mortgage Loans shall be allocated to the REMIC
        I-B
        Regular Interests in the same manner as such Realized Losses are allocated
        to
        the Corresponding Certificate to each REMIC I-B Regular Interest as set forth
        in
        Section 4.04 hereof.

       

      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 1.0% of the aggregate Scheduled Principal Balance of
        the 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 1.0% of the excess of (x)
        the
        aggregate Scheduled Principal Balance of the Mortgage Loans in the related
        Loan
        Group over (y) the sum of (i) the Certificate Principal Balance of the related
        Senior Certificates plus (ii) the Certificate Principal Balance of the related
        Senior Support 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-ZZZ.

       

      (c) On
        each
        Distribution Date, 100% of the amount paid in respect of Prepayment Charges
        on
        the GreenPoint Mortgage Loans shall be paid to REMIC II-A Regular Interest
        LT-P
        and on the Distribution Date immediately following the expiration of the
        latest
        Prepayment Charge on a GreenPoint Mortgage Loan, as identified on the Prepayment
        Charge Schedule or any Distribution Date thereafter, $100 shall be distributed
        to REMIC II-A Regular Interest LT-P pursuant to this clause.

       

      (d) 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 1.0% of the aggregate Scheduled Principal Balance of the 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 1.0% of the excess of (x) the aggregate
        Scheduled Principal Balance of the Mortgage Loans in the related Loan Group
        over
        (y) the sum of (i) the Certificate Principal Balance of the related Senior
        Certificates plus (ii) the Certificate Principal Balance of the related Senior
        Support 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-ZZZ. 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.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      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-38. 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 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 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 (“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) Each
        beneficial owner of a Subordinate Certificate or Class P 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
        Class 1-B4 Certificate, Class 1-B5 Certificate, Class 1-B6 Certificate, Class
        2-B4 Certificate, Class 2-B5 Certificate or Class 2-B6 Certificate, it has
        acquired and is holding such Certificate in reliance on the Underwriter’s
        Exemption granted by the Department of Labor on April 18, 1991 as Prohibited
        Transaction Exemption (“PTE”) 91-23 at 56 F.R. 15936 and amended on July 21,
        1997 as PTE 97-34 at 62 F.R. 39021 and further amended on November 13, 2000
        by
        PTE 2000-58 at 65 F.R. 67765 and on August 22, 2002 by PTE 2001-41 at 67
        F.R.
        54487 (“Underwriter’s Exemption”), and that 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 or S&P and it will represent
        that it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D
        under the Securities Act and will obtain a representation from any transferee
        that such transferee is an accredited investor so long as it is required
        to
        obtain a representation regarding compliance with the Securities Act, 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 Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the
        conditions in Sections I and III of PTCE 95-60 have been satisfied.

       

      (iii) If
        any
        Certificate or any interest therein is acquired or held in violation of the
        provisions of the preceding two 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
        paragraph 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) (v)
        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.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 Custodians’ 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 a Custodian’s obligations under
        the applicable 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 such 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, a
        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 a 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 a
        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 a 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 a Custodian, under the applicable 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 a Custodian, under the applicable 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 a Custodian, as a
        result
        of a breach of such Custodian’s obligations under the related Custodial
        Agreement). Any amounts payable to the Trustee, the Trust Administrator,
        the
        Paying Agent, the Certificate Registrar or the Authenticating Agent, a
        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, a 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 any
        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 such 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 such 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.

       

      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-A or REMIC
        II-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-A or REMIC II-A, and to
        vest in
        such Person or Persons, in such capacity, such title to REMIC I-A or REMIC
        II-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-A or REMIC
        II-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  [intentionally
        omitted]

       

      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 and the equivalent rating by Moody’s, if Moody’s 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 applicable 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 applicable Custodian shall fail to satisfy all the related requirements
        under this Agreement.

       

      SECTION
        8.15 No
        Trustee Liability for Actions or Inactions of Custodians.

       

      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 applicable 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 applicable 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-A 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-A. The
        purchase by the applicable Terminator of all Group 1 Mortgage Loans and each
        related REO Property remaining in REMIC I-A 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-A, plus the appraised value of each related REO Property,
        if
        any, included in REMIC I-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 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) [Reserved].

       

      (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-A and/or all of the Group
        2
        Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to
        Section
        9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination
        Date in the month immediately preceding the Distribution Date on which the
        Group
        1 Certificates or the Group 2 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-A 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-A 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 and/or (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. 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-A or REMIC II-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 either the Group 1 Mortgage Loans or the Group 2 Mortgage
        Loans and each related REO Property remaining in REMIC I-A or REMIC II-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 REMIC I-A or REMIC
        II-A, as applicable, will terminate and final payment of the Group 1
        Certificates or the Group 2 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 or the Group 2 Mortgage Loans and each related REO Property remaining
        in
        REMIC I-A or REMIC II-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 or the Group 2 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
        or Group 2 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 and the Group 2 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 or all the Group 2 Mortgage Loans and each related
        REO
        Property, REMIC I-A (in the case of a purchase of all the Group 1 Mortgage
        Loans
        and each related REO Property) or REMIC II-A (in the case of a purchase of
        all
        the Group 2 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-A or the last
        Group 2
        Mortgage Loan or related REO Property remaining in REMIC II-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-A’s or REMIC II-A’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-A or REMIC II-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 1-R Certificates all cash on hand in REMIC I-A and to
        the
        Holders of the Class 2-R Certificates all cash on hand in REMIC II-A (in
        each
        case other than cash retained to meet claims), and either REMIC I-A or REMIC
        II-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) or Section 9.01(b)(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. For the purposes of the REMIC election in respect
        of
        REMIC I-A, the REMIC I-A Regular Interests shall be designated as the Regular
        Interests in REMIC I-A and the Class R-IA Residual Interest shall be designated
        as the Residual Interests in REMIC I-A. For the purposes of the REMIC election
        in respect of REMIC I-B, the REMIC I-B Regular Interests shall be designated
        as
        the Regular Interests in REMIC I-B and the Class R-IB Residual Interest shall
        be
        designated as the Residual Interests in REMIC I-B. For the purposes of the
        REMIC
        election in respect of REMIC I-C, the Group 1 Certificates (other than the
        Class
        1-R Certificates) shall be designated as the Regular Interests in REMIC I-C
        and
        the Class R-IC Residual Interest shall be designated as the Residual Interest
        in
        REMIC I-C. Neither the Trustee nor the Trust Administrator shall permit the
        creation of any “interests” in REMIC I-A, REMIC I-B or REMIC I-C (within the
        meaning of Section 860G of the Code) other than the REMIC I-A Regular Interests,
        REMIC I-B Regular Interests and the Group 1 Certificates. 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 Group
        2
        Certificates (other than the Class 2-R Certificates) shall be designated
        as the
        Regular Interests in REMIC II-B and the Class R-IIB Residual Interest shall
        be
        designated as the Residual Interest in REMIC II-B. Neither the Trustee nor
        the
        Trust Administrator shall permit the creation of any “interests” in REMIC II-A
        or REMIC II-B (within the meaning of Section 860G of the Code) other than
        the
        REMIC II-A Regular Interests and the Group 2 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, the Trustee, the Paying Agent, the Certificate Registrar, the
        Authenticating Agent and the Trust Administrator without the consent of any
        of
        the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
        modify or supplement any provisions herein (including to give effect to the
        expectations of Certificateholders) or (iii) to make any other provisions with
        respect to matters or questions arising under this Agreement which shall
        not be
        inconsistent with the provisions of this Agreement, provided that such action
        shall not, as evidenced by an Opinion of Counsel delivered to the Trustee
        and
        the Trust Administrator, 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 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 such amendment will not result in
        the
        imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions
        or
        cause any Trust REMIC to fail to qualify as a REMIC at any time that any
        Certificates are outstanding.

       

      Prior
        to
        executing any amendment pursuant to this Section, the 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.

       

      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
        2006-AR5, (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;

       

      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/
                  Peter D. Steinmetz

              
	 	 	 	 	 	 	 	
                Name:

              	
                Peter
                  D. Steinmetz

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                CITIMORTGAGE,
                  INC.,

                as
                  Master Servicer and Trust Administrator

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Tommy R. Harris

              
	 	 	 	 	 	 	 	
                Name:

              	
                Tommy
                  R. 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 M. O’Brien

              
	 	 	 	 	 	 	 	
                Name:

              	
                Clare
                  M. O’Brien

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              


      

       


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


      On
        the
        ____ day of June 2006, 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 June 2006, 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 June 2006, 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 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 the
        day and
        year in this certificate first above written.

       

      


       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


       

      [Notarial
        Seal]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      On
        the
        ____ day of June, 2006, 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 1-A1A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A1A Certificates as
                of the
                Issue Date: $84,278,000.00

               

              Denomination:
                $84,278,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AA 6

               

            


    

    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 and
      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 1-A1A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A1A 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 1-A1A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-A1B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A1B Certificates as
                of the
                Issue Date: $3,914,000.00

               

              Denomination:
                $3,914,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AB 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, adjustable-rate and
      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 1-A1B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A1B 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 1-A1B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-AIO 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 1-AIO
                Certificates
                as of the Issue Date: $88,192,000.00

               

              Denomination:
                $88,192,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AC 2

               

            


    

    


    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 and
      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
      Notional Amount of the Class 1-AIO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 1-AIO
      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 1-AIO
      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:
      June __, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-A2A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A2A Certificates as
                of the
                Issue Date: $36,920,000.00

               

              Denomination:
                $36,920,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AD 0

               

            


    

    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 and
      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 1-A2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A2A 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 1-A2A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-A3A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A3A Certificates as
                of the
                Issue Date: $92,511,000.00

               

              Denomination:
                $92,511,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AE 8

               

            


    

    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 and
      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 1-A3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A3A 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 1-A3A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-23B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-23B Certificates as
                of the
                Issue Date: $6,011,000.00

               

              Denomination:
                $6,011,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AF 5

               

            


    

    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 and
      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 1-23B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-23B 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 1-23B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-A4A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A4A Certificates as
                of the
                Issue Date: $24,481,000.00

               

              Denomination:
                $24,481,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AG 3

               

            


    

    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 and
      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 1-A4A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A4A 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 1-A4A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-A5A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A5A Certificates as
                of the
                Issue Date: $258,217,000.00

               

              Denomination:
                $258,217,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AH 1

               

            


    

    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 and
      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 1-A5A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A5A 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 1-A5A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-45B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-45B Certificates as
                of the
                Issue Date: $13,131,000.00

               

              Denomination:
                $13,131,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AJ 7

               

            


    

    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 and
      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 1-45B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-45B 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 1-45B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-A6A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A6A Certificates as
                of the
                Issue Date: $18,393,000.00

               

              Denomination:
                $18,393,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AK 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, adjustable-rate and
      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 1-A6A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A6A 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 1-A6A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-A7A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A7A Certificates as
                of the
                Issue Date: $38,335,000.00

               

              Denomination:
                $38,335,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AL 2

               

            


    

    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 and
      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 1-A7A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A7A 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 1-A7A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-67B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-67B Certificates as
                of the
                Issue Date: $2,635,000.00

               

              Denomination:
                $2,635,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AM 0

               

            


    

    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 and
      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 1-67B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-67B 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 1-67B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 1-B1 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B1 Certificates as of
                the
                Issue Date: $11,788,000.00

               

              Denomination:
                $11,788,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AN 8

               

            


    

    


     

    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 and
      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 1-B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B1 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 1-B1
      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:
      June ___, 2006

     

    


    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-B2 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
      1-B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B2 Certificates as of
                the
                Issue Date: $4,836,000.00

               

              Denomination:
                $4,836,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AP 3

               

            


    

    


    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 and
      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 1-B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B2 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 1-B2
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-B3 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 1-B1
      CERTIFICATES AND THE CLASS 1-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B3 Certificates as of
                the
                Issue Date: $3,023,000.00

               

              Denomination:
                $3,023,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AQ 1

               

            


    

    


    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 and
      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 1-B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B3 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 1-B3
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-B4 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 1-B1
      CERTIFICATES, THE CLASS 1-B2 CERTIFICATES AND THE CLASS 1-B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B4 Certificates as of
                the
                Issue Date: $3,023,000.00

               

              Denomination:
                $3,023,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BH 0

               

            
	 	 


    

    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 and
      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 1-B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B4 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 1-B4
      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:
      June ___, 2006

     

    


    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-B5 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 1-B1
      CERTIFICATES, THE CLASS 1-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES AND
      THE
      CLASS 1-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

     

    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B5 Certificates as of
                the
                Issue Date: $1,511,000.00

               

              Denomination:
                $1,511,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BJ 6

               

            


    

    


     

    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 and
      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 1-B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B5 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 1-B5
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-B6 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 1-B1
      CERTIFICATES, THE CLASS 1-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES, THE
      CLASS 1-B4 CERTIFICATES AND THE CLASS 1-B5 CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B6 Certificates as of
                the
                Issue Date: $1,511,126.00

               

              Denomination:
                $1,511,126.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BK 3

            


    

    


    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 and
      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 1-B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B6 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 1-B6
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 1-R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (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 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-R Certificates as of
                the
                Issue Date: $100.20

               

              Denomination:
                $100.20

               

              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: June 30, 2006

               

              CUSIP:
                17309F AR 9

               

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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 and
      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
      ADMINSITRATOR, 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 1-R
      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 1-R
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the 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 1-R Certificates have been designated as a residual interest in a REMIC,
      (B) it will include in its income a pro
      rata share
      of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-A1A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A1A Certificates as
                of the
                Issue Date: $50,663,000.00

               

              Denomination:
                $50,663,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AS 7

               

            


    

    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 and
      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 2-A1A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A1A 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 2-A1A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A1B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A1B Certificates as
                of the
                Issue Date: $4,470,000.00

               

              Denomination:
                $4,470,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AT 5

               

            


    

    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 and
      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 2-A1B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A1B 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 2-A1B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A2A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A2A Certificates as
                of the
                Issue Date: $69,946,000.00

               

              Denomination:
                $69,946,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AU 2

               

            


    

    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 and
      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 2-A2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A2A 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 2-A2A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A3A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A3A Certificates as
                of the
                Issue Date: $49,492,000.00

               

              Denomination:
                $49,492,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AV 0

               

            


    

    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 and
      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 2-A3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A3A 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 2-A3A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-23B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-23B Certificates as
                of the
                Issue Date: $10,539,000.00

               

              Denomination:
                $10,539,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AW 8

               

            


    

    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 and
      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 2-23B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-23B 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 2-23B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A4A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A4A Certificates as
                of the
                Issue Date: $26,903,000.00

               

              Denomination:
                $26,903,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AX 6

               

            


    

    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 and
      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 2-A4A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A4A 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 2-A4A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A5A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A5A Certificates as
                of the
                Issue Date: $37,873,000.00

               

              Denomination:
                $37,873,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AY 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, adjustable-rate and
      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 2-A5A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A5A 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 2-A5A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-45B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-45B Certificates as
                of the
                Issue Date: $5,716,000.00

               

              Denomination:
                $5,716,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F AZ 1

               

            


    

    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 and
      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 2-45B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-45B 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 2-45B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A6A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A6A Certificates as
                of the
                Issue Date: $24,437,000.00

               

              Denomination:
                $24,437,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BA 5

               

            


    

    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 and
      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 2-A6A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A6A 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 2-A6A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-A7A 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A7A Certificates as
                of the
                Issue Date: $30,785,000.00

               

              Denomination:
                $30,785,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BB 3

               

            


    

    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 and
      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 2-A7A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A7A 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 2-A7A
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-67B 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-67B Certificates as
                of the
                Issue Date: $4,873,000.00

               

              Denomination:
                $4,873,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BC 1

               

            


    

    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 and
      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 2-67B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-67B 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 2-67B
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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 2006-AR5

               

              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 2-B1 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B1 Certificates as of
                the
                Issue Date: $10,921,000.00

               

              Denomination:
                $10,921,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BD 9

               

            


    

    


    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 and
      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 2-B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B1 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 2-B1
      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:
      June ___, 2006

     

    


    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-B2 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
      2-B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B2 Certificates as of
                the
                Issue Date: $4,778,000.00

               

              Denomination:
                $4,778,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BE 7

               

            


    

    


    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 and
      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 2-B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B2 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 2-B2
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-B3 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 2-B1
      CERTIFICATES AND THE CLASS 2-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B3 Certificates as of
                the
                Issue Date: $3,072,000.00

               

              Denomination:
                $3,072,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BF 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, adjustable-rate and
      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 2-B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B3 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 2-B3
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-B4 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 GROUP 2-B1
      CERTIFICATES, THE GROUP 2-B2 CERTIFICATES AND THE GROUP 2-B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B4 Certificates as of
                the
                Issue Date: $3,584,000.00

               

              Denomination:
                $3,584,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BL 1

               

            
	 	 


    

    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 and
      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 2-B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B4 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 2-B4
      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:
      June ___, 2006

     

    


    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-B5 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 GROUP 2-B1
      CERTIFICATES, THE GROUP 2-B2 CERTIFICATES, THE GROUP 2-B3 CERTIFICATES AND
      THE
      GROUP 2-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    


    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B5 Certificates as of
                the
                Issue Date: $1,706,000.00

               

              Denomination:
                $1,706,000.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BM 9

               

            


    

    


     

    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 and
      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 2-B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B5 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 2-B5
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-B6 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 GROUP 2-B1
      CERTIFICATES, THE GROUP 2-B2 CERTIFICATES, THE GROUP 2-B3 CERTIFICATES, THE
      GROUP 2-B4 CERTIFICATES AND THE GROUP 2-B5 CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B6 Certificates as of
                the
                Issue Date: $1,535,927.00

               

              Denomination:
                $1,535,927.00

               

              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: June 30, 2006

               

              CUSIP:
                17309F BN 7

            


    

     

    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 and
      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 2-B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B6 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 2-B6
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 2-P 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 THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    


     

    
      	
              Series:
                2006-AR5

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-P Certificates as of
                the
                Issue Date: $100.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: June 1,
                2006

               

            	
              Denomination:
                $100.00

               

            
	
              First
                Distribution Date: July 25, 2006

               

            	
              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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate, 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 2-P Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class 2-P 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 2-P
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the 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
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      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(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the 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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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 Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 2-R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (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 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
                2006-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: June 1, 2006

               

              First
                Distribution Date: July 25, 2006

               

              No.1
                

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-R Certificates as of
                the
                Issue Date: $100.62

               

              Denomination:
                $100.62

               

              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: June 30, 2006

               

              CUSIP:
                17309F BG 2

               

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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 and
      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
      ADMINSITRATOR, 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 2-R
      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 2-R
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the 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 2-R Certificates have been designated as a residual interest in a REMIC,
      (B) it will include in its income a pro
      rata share
      of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      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:
      June ___, 2006

     

    
      	 	 	 	 	 	 	 	
              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
                2006-AR5

               

              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. 

    


    Under
      Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be
      included in the periodic Payment Date statement under Section 6.07, provided
      by
      the Trust Administrator based on information received from the Master Servicer;
      and b) items marked “Form 10-D report” are required to be in the Form 10-D
      report but not the 6.07 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

               

               

               

              (6.07
                Statement)

               

            	
               

            	
               

            	
               

            	
               

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

               

            	
               

            	
               

            	
              X

               

               

               

              (6.07
                Statement)

               

            	
               

            	
               

            	
               

            	
               

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

               

            	
               

            	
               

            	
              X

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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

               

               

               

              (6.07
                Statement)

               

            	
               

            	
               

            	
               

            	
               

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

               

            	
               

            	
               

            	
              X

               

               

               

              (6.07
                Statement)

               

            	
               

            	
               

            	
               

            	
               

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

               

            	
               

            	
               

            	
              X

               

               

               

              (6.07
                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

               

               

               

              (6.07
                Statement)

               

            	
               

            	
               

            	
               

            	
               

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

               

            	
               

            	
               

            	
              X

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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

               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              (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

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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

               

               

               

              (6.07
                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 3.18]

               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              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

     

    

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      This
        is a
        Mortgage Loan Purchase Agreement (the “Agreement”), dated June 29, 2006 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 2006-AR5
        (the
“Certificates”). The Certificates will consist of thirty-one classes of
        certificates. The Certificates will be issued pursuant to a Pooling and
        Servicing Agreement, dated as of June 1, 2006 (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 Trust 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
        June
        30, 2006 (the “Closing Date”), certain adjustable-rate, conventional residential
        mortgage loans (the “Mortgage Loans”) originated by American Home Mortgage Corp.
        (“American Home”), Countrywide Home Loans, Inc. (“Countrywide”), GreenPoint
        Mortgage Funding, Inc. (“GreenPoint”), MortgageIT, Inc. (“MortgageIT”), National
        City Mortgage Co. (“National City”), PHH Mortgage Corporation (“PHH”), Quicken
        Loans Inc. (“Quicken”), Mortgage Access Corp. D/B/A 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 June 1, 2006 (the “Cut-off Date”) of $945,812,354 (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.

       

      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: (i) in the
        name
        of the Trustee or (ii) 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.

       

      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 (a) the Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of September 1, 2005, and as amended on March 30, 2006, among American
        Home Mortgage Corp., American Home Mortgage Servicing, Inc. and the Seller
        (the
“American Home Servicing Agreement”), (b) 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 Home Loans, Inc.
        and
        the Seller (the “Countrywide Servicing Agreement”), (c) the Master Mortgage Loan
        Purchase and Servicing Agreement, dated as of April 1, 2005, and as amended
        on
        May 1, 2006, between GreenPoint Mortgage Funding, Inc. and the Seller (the
        “GreenPoint Servicing Agreement”), (d) the Amended and Restated Master Mortgage
        Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005,
        and as
        amended and restated to November 1, 2005, between MortgageIT, Inc. and the
        Seller (the “MortgageIT Servicing Agreement”), (e) 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 (the “National
        City Servicing Agreement”), (f) the Mortgage Loan Flow Purchase, Sale &
Servicing Agreement, dated as of February 24, 2005, and as amended on February
        15, 2006, among PHH Mortgage Corporation, Bishop’s Gate Residential Trust
        (formerly known as Cendant Residential Mortgage Trust) and the Seller (the
“PHH
        Servicing Agreement”), (g) the Master Mortgage Loan Purchase and Interim
        Servicing Agreement, dated as of November 1, 2004, between Quicken Loans
        Inc.
        and the the Seller (the “Quicken Servicing Agreement”), (h) 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
        Mortgage Access Corp. D/B/A Weichert Financial Services and the Seller (the
        “Weichert Servicing Agreement”) and (i) the Amended and Restated Master Mortgage
        Loan Purchase Agreement, dated as of March 1, 2006, between the Seller and
        Wells
        Fargo (the “Wells Fargo Master Agreement”; and together with the American Home
        Servicing Agreement, the Countrywide Servicing Agreement, the GreenPoint
        Servicing Agreement, the MortgageIT Servicing Agreement, the National City
        Servicing Agreement, the PHH Servicing Agreement, the Quicken Servicing
        Agreement and the Weichert Servicing Agreement, the “Servicing Agreements”), the
        Seller hereby assigns to the Purchaser all of its right, title and interest
        under the Servicing Agreements to the extent of the Mortgage Loans set forth
        on
        the Mortgage Loan Schedule, including, but not limited to, any representations
        and warranties of the Originators concerning the Mortgage Loans.

      


      (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)  With
        respect to the Group 1-A2A, Group 1-A4A, Group 1-A6A, Group 2-A2A, Group
        2-A4A
        and Group 2-A6A Mortgage Loans, the Seller hereby represents and warrants
        to the
        Purchaser, as of the date hereof and as of the Closing Date, and covenants,
        that
        if any breach of any of the representations set forth in this Section 5 results
        in a breach of a representation set forth in the following Freddie Mac Required
        Representations and Covenants, such breach shall be deemed to materially
        and
        adversely affect the value of the related Mortgage Loans or the interest
        therein
        of the related Certificateholders and shall trigger the remedy obligations
        set
        forth in Section 6 below.

       

      (i)  No
        mortgage loan underlying the security is covered by the Home Ownership and
        Equity Protection Act of 1994 (“HOEPA”).

       

      (ii)  With
        respect to mortgage premises located in the State of Georgia:

       

      (1)  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.

       

      (2)  There
        is
        no mortgage loan in the trust that was originated on or after March 7, 2003,
        which is a “high cost home loan” as defined under the Georgia Fair Lending
        Act.

       

      (iii)  No
        mortgage loan in the trust is a “high cost home,” “covered” (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” or “predatory” loan under any applicable state, federal or
        local law (or a similarly classified 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).

       

      (iv)  With
        respect to each mortgage loan underlying the Security, no borrower obtained
        a
        prepaid single-premium credit-life, credit disability, credit unemployment
        or
        credit property insurance policy In connection with the origination of the
        mortgage loan. 

       

      (v)  No
        subprime mortgage loan originated on or after October 1, 2002 underlying
        the
        Security will impose a prepayment premium for a term in excess of three years.
        Any loans originated prior to such date, and any non-subprime loans, will
        not
        impose prepayment penalties in excess of five years. 

       

      (vi)  The
        servicer for each mortgage loan underlying the Security 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
        borrower credit files to Equifax, Experian, and Trans Union Credit Information
        Company (three of the credit repositories), on a monthly basis.

       

      (vii)  The
        servicer for each mortgage loan underlying the Security 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 (three of the credit repositories), on a monthly basis. 

       

      (viii)  Each
        Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3) of the
        Code.

       

      (ix)  With
        respect to any mortgage loan originated on or after August 1, 2004 and
        underlying the Security, neither the related mortgage nor the related mortgage
        note requires the borrower to submit to arbitration to resolve any dispute
        arising out of or relating in any way to the mortgage loan transaction.


       

      (x)  The
        original principal balance of each mortgage loan underlying the Security
        is
        within Freddie Mac’s dollar amount limits for conforming one- to four-family
        mortgage loans. 

       

      Without
        limiting the foregoing, the Seller hereby acknowledges and agrees that if
        any
        breach of any of the representations set forth in this Section 5(b) attributable
        to the existence with respect to the Group
        1-A2A,
        Group 1-A4A, Group 1-A6A, Group 2-A2A, Group 2-A4A and Group 2-A6A Mortgage
        Loans of any prepayment charge provisions or arbitration provisions that
        fall
        outside the related Originator’s applicable underwriting guidelines results in a
        breach of the preceding representations (v) or (ix), then such breach shall
        be
        deemed to materially and adversely affect the value of the related Mortgage
        Loans or the interest therein of the related Certificateholders and shall
        trigger the remedy obligations set forth in Section 6 below.

      


      (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 Countrywide 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 GreenPoint 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 MortgageIT 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 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 E hereto are true and correct as of the date
        hereof and as of the Closing Date.

       

      (i)  With
        respect to the PHH 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 Quicken 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 Weichert 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 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 I 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, 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, 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 June 29, 2006 and the Purchaser’s Private Placement
        Memorandum, dated June 30, 2006, agrees with the records of the
        Seller;

       

      (h)  Letters
        from certified public accountants for each Originator, 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
        June 29, 2006 under the subheading “The Servicer” and the Purchaser’s Private
        Placement Memorandum, dated June 30, 2006, under the subheading “The Servicer”
agrees with the records of the Servicer; 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 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 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 Mortgage 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 Servicing
        Agreement.

      


      (1)  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;

       

      (2)  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;

       

      (3)  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;

       

      (4)  The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (5)  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;

       

      (6)  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;

       

      (7)  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;

       

      (8)  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;

       

      (9)  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;

       

      (10)  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;

       

      (11)  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;

       

      (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;

       

      (14)  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;

       

      (15)  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;

       

      (16)  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;

       

      (17)  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;

       

      (18)  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;

       

      (19)  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;

       

      (20)  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;

       

      (21)  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;

       

      (22)  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;

       

      (23)  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;

       

      (24)  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;

       

      (25)  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;

       

      (26)  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;

       

      (27)  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;

       

      (28)  
        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;

       

      (29)  
        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;

       

      (30)  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;

       

      (31)  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;

       

      (32)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (33)  
        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;

       

      (34)  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);

       

      (35)  
        No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (36)  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;

       

      (37)  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;

       

      (38)  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;

       

      (39)  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; 

       

      (40)  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; 

       

      (41)  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;

       

      (42)  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.

       

      (43)  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;

       

      (44)  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); 

       

      (45)  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;

       

      (46)  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;

       

      (47)  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;

       

      (48)  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;

       

      (49)  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;

       

      (50)  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;

       

      (51)  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;

       

      (52)  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;

       

      (53)  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;

       

      (54)  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;

       

      (55)  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;

       

      (56)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (57)  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;

       

      (58)  Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Confirmation;

       

      (59)  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;

       

      (60)  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;

       

      (61)  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;

       

      (62)  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;

       

      (63)  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;

       

      (64)  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;

       

      (65)  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;

       

      (66)  No
        Mortgagor is the obligor on more than two Mortgage Notes;

       

      (67)  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; 

       

      (68)  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; 

       

      (69)  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;

       

      (70)  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; 

       

      (71)  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; 

       

      (72)  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 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 B shall
        have
        the meanings ascribed to them in the Countrywide Servicing
        Agreement.

      


      (i)  Mortgage
        Loan Schedule.
        The
        information contained in the Mortgage Loan Schedule is complete, true and
        correct in all material respects;

       

      (ii)  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;

       

      (iii)  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;

       

      (iv)  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;

       

      (v)  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;

       

      (vi)  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


       

      (vii)  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;

       

      (viii)  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;

       

      (ix)  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;

       

      (x)  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;

       

      (xi)  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;

       

      (xii)  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;

       

      (xiii)  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;

       

      (xiv)  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;

       

      (xv)  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;

       

      (xvi)  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;

       

      (xvii)  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;

       

      (xviii)  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;

       

      (xix)  Collateral.
        The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage;

       

      (xx)  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;

       

      (xxi)  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;

       

      (xxii)  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;

       

      (xxiii)  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;

       

      (xxiv)  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;

       

      (xxv)  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;

       

      (xxvi)  Form
        of Mortgage Note and Mortgage.
        The
        Mortgage Note and Mortgage are on forms acceptable to an Agency; 

       

      (xxvii)  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;

       

      (xxviii)  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;

       

      (xxix)  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; 

       

      (xxx)  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;

       

      (xxxi)  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.

       

      (xxxii)  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.

       

      (xxxiii)  Accrual
        Method.
        Interest on each Mortgage Loan is calculated on the basis of a 360-day year
        consisting of twelve 30-day months; and

       

      (xxxiv)  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;

       

      (xxxv)  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;

       

      (xxxvi)  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;

       

      (xxxvii)  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;

       

      (xxxviii)  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;

       

      (xxxix)  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, 

       

      (xl)  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;

       

      (xli)  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;

       

      (xlii)  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;

       

      (xliii)  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;

       

      (xliv)  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;

       

      (xlv)  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;

       

      (xlvi)  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;

       

      (xlvii)  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;

       

      (xlviii)  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;

       

      (xlix)  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;

       

      (l)  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;

       

      (li)  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;

       

      (lii)  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;

       

      (liii)  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;

       

      (liv)  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;

       

      (lv)  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

       

      (lvi)  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
        C

      


      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 C shall have
        the
        meanings ascribed to them in the GreenPoint Servicing Agreement.

       

      (1)  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;

       

      (2)  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;

       

      (3)  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;

       

      (4)  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;

       

      (5)  The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (6)  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;

       

      (7)  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;

       

      (8)  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;

       

      (9)  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;

       

      (10)  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;

       

      (11)  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;

       

      (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 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;

       

      (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;

       

      (14)  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;

       

      (15)  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;

       

      (16)  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;

       

      (17)  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;

       

      (18)  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;

       

      (19)  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;

       

      (20)  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;

       

      (21)  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;

       

      (22)  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;

       

      (23)  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;

       

      (24)  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;

       

      (25)  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;


       

      (26)  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;

       

      (27)  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;

       

      (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 in
        (xi) above;

       

      (29)  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;

       

      (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)  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;

       

      (d) No
        more
        than ___% of the Mortgage Loans, measured by unpaid principal balance as
        of the
        Cut-off Date, are Buydown Mortgage Loans;

       

      (e) As
        of the
        Cut-off Date, the Buydown Funds are 5% or less of the aggregate Stated Principal
        Balance of the Mortgage Loans. Each of the Buydown Mortgage Loans provide
        that
        the amount of the Buydown Funds is determined through a discounting process
        using a discount rate of __% and at origination the aggregate Buydown Funds
        were
        20% or less of the aggregate original principal balances of the Mortgage
        Loans;

       

      (f) 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;] 

       

      (32)  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;

       

      (33)  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;

       

      (34)  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;

       

      (35)  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;

       

      (36)  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;

       

      (37)  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;

       

      (38)  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;

       

      (39)  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;

       

      (40)  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;

       

      (41)  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;

       

      (42)  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;

       

      (43)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (44)  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;

       

      (45)  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;

       

      (46)  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;

       

      (47)  None
        of
        the Adjustable Rate Mortgage Loans include an option to convert to a Fixed
        Rate
        Mortgage Loan;

       

      (48)  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;

       

      (49)  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%;

       

      (50)  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);

       

      (51)  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).

       

      (52)  Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Commitment Letter;

       

      (53)  No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (54)  No
        Mortgagor is the obligor on more than two Mortgage Notes;

       

      (55)  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;

       

      (56)  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;

       

      (57)  No
        Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge
        longer
        than five years after its origination;

       

      (58)  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;

       

      (59)  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;

       

      (60)  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; 

       

      (61)  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;

       

      (62)  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;

       

      (63)  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;

       

      (64)  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; 

       

      (65)  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; 

       

      (66)  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;

       

      (67)  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; 

       

      (68)  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;

       

      (69)  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;

       

      (70)  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;

       

      (71)  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;

       

      (72)  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;

       

      (73)  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;

       

      (74)  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; 

       

      (75)  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;

       

      (76)  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
        D

      


      Representation
        and Warranties with Respect to the MortgageIT Mortgage Loans


      


      Except
        for “Mortgage Loans”, which shall mean the MortgageIT 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 MortgageIT Servicing Agreement.

      


      (1)  The
        information set forth in the related Mortgage Loan Schedule is complete,
        true
        and correct;

       

      (2)  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;

       

      (3)  
        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;

       

      (4)  
        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;

       

      (5)  
        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 or its designee; the substance of any such waiver,
        alteration or modification has been approved by the insurer under the Primary
        Insurance Policy, if applicable, 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 applicable, and the title insurer, to the extent required by the policy,
        and
        which assumption agreement has been delivered to the Purchaser or its designee
        and the terms of which are reflected in the related Mortgage Loan
        Schedule;

       

      (6)  
        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.
        Each
        Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
        enforceable and collectible under applicable federal, state and local
        law;

       

      (7)  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 FNMA and
        FHLMC.
        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;

       

      (8)  Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures,
        predatory and abusive lending, consumer credit protection, equal credit
        opportunity, fair housing or disclosure laws applicable to the origination
        and
        servicing of mortgage loans of a type similar to the Mortgage Loans have
        been
        complied with;

       

      (9)  
        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;

       

      (10)  The
        Mortgage is a valid, existing and enforceable first or second (as indicated
        on
        the Mortgage Loan Schedule) lien 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) to
        the
        extent the Mortgage Loan is a second lien Mortgage Loan, the related first
        lien
        on the Mortgaged Property; and (d) 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, existing and enforceable first
        or
        second (as indicated on the Mortgage Loan Schedule) lien and first or second
        (as
        indicated on the Mortgage Loan Schedule) priority security interest 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;

       

      (11)  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 such enforcement may be limited by bankruptcy;

       

      (12)  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;

       

      (13)  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;

       

      (14)  The
        Seller 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;

       

      (15)  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 material 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 otherwise exempt from
        such
        requirements under applicable law);

       

      (16)  The
        Mortgage Loan is covered by an American Land Title Association (“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)
        acceptable to FNMA and FHLMC, 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 in (x)(a)
        and
        (b) above) the Seller, its successors and assigns as to the first or second
        (as
        indicated on the Mortgage Loan Schedule) 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;

       

      (17)  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 second lien mortgage loan (i) the first lien mortgage loan is in full
        force
        and effect, (ii) to the best of Seller’s knowledge, 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;

       

      (18)  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;

       

      (19)  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;

       

      (20)  As
        of the
        origination of the Mortgage Loan, no improvement located on the Mortgaged
        Property was in violation of any applicable zoning or subdivision laws or
        ordinances;

       

      (21)  The
        Mortgage Loan was originated by the Seller or by a savings and loan association,
        a savings bank, a commercial bank, credit union, insurance company 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 pursuant
        to Section 203 and 211 of the National Housing Act;

       

      (22)  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, the Mortgage
        Note is payable on the first day of each month in Monthly Payments, which,
        other
        than with respect to a Balloon Mortgage Loan, in the case of a Fixed Rate
        Mortgage Loans, 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, 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 Confirmation. 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 remained unpaid principal balance of the Balloon
        Mortgage Loan as of the Due Date of such monthly payment. The Mortgage Note
        does
        not permit negative amortization. No Mortgage Loan is a Convertible Mortgage
        Loan;

       

      (23)  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
        the terms of the Mortgage Note. With respect to escrow deposits and Escrow
        Payments, 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;

       

      (24)  The
        Mortgaged Property is in good repair and is free of material damage and waste
        and there is no proceeding pending for the total or partial condemnation
        thereof;

       

      (25)  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;

       

      (26)  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; 

       

      (27)  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;

       

      (28)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        satisfied the standards of FNMA and FHLMC, was on appraisal form 1004 or
        form
        2055 with an interior inspection, and 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;

       

      (29)  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;

       

      (30)  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. 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;

       

      (31)  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;

       

      (32)  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;

       

      (33)  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;

       

      (34)  No
        Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Each
        Prime/Alt-A Mortgage Loan with an LTV or CLTV 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
        Prime/Alt-A Mortgage Loan does not include any such insurance
        premium;

       

      (35)  The
        Mortgaged Property is, to the best of the Seller’s knowledge, 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, have been made or obtained from the
        appropriate authorities;

       

      (36)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of the Mortgagor,
        the
        Seller, or to the best of Seller’s knowledge, 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;

       

      (37)  For
        each
        Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in
        recordable form except for the name of the assignee that is blank 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 Seller, or is
        in the
        process of being recorded.

       

      (38)  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 or second lien priority
        by
        a title insurance policy or an endorsement to the policy insuring the
        mortgagee’s consolidated interest. The consolidated principal amount does not
        exceed the original principal amount of the Mortgage Loan;

       

      (39)  Unless
        otherwise set forth on the related Mortgage Loan Schedule, no Mortgage Loan
        has
        a balloon payment feature;

       

      (40)  
        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;

       

      (41)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Seller;

       

      (42)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (43)  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;

       

      (44)  Seller
        shall, at its own expense, cause each Mortgage Loan to be covered by a Tax
        Service Contract which is assignable 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;

       

      (45)  Each
        Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
        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;

       

      (46)  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);

       

      (47)  No
        predatory 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. Each Mortgage Loan is in compliance with
        the
        anti-predatory lending eligibility for purchase requirements of the FNMA
        Guides;

       

      (48)  Not
        more
        than one percent (1%) of the Mortgage Loans purchased on the related Closing
        Date, measured by the aggregate Stated Principal Balance of such Mortgage
        Loans
        as of the related Cut-off Date, include a Mortgage Note for which a lost
        note
        affidavit with indemnification has been delivered; 

       

      (49)  No
        Mortgagor was required to purchase any single premium credit insurance policy
        (e.g., life, disability, accident, unemployment, or health insurance product)
        or
        debt cancellation agreement as a condition of obtaining the extension of
        credit.
        No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
        life, disability, accident, unemployment, mortgage, or health insurance)
        in
        connection with the origination of the Mortgage Loan. 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;

       

      (50)  The
        Mortgage Loans were not selected from the outstanding one to four-family
        mortgage loans in the Seller’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;

       

      (51)  
        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;

       

      (52)  
        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 (to the extent that the related
        Mortgaged Property is located in such state), 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;

       

      (53)  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;

       

      (54)  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; 

       

      (55)  No
        Mortgage Loan is secured by cooperative housing, commercial property, mobile
        homes, manufactured housing or mixed use property;

       

      (56)  Except
        as
        set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
        are
        subject to a Prepayment Charge. For any Mortgage Loan originated prior to
        October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
        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 Charge, such Prepayment Charge 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 Prepayment Charge upon a 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 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 Prepayment Charge, (iii) the Prepayment
        Charge is disclosed to the Mortgagor in the 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 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 loan payments;

       

      (57)  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;

       

      (58)  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”) or the
        New York Banking Law 6-1. 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;

       

      (59)  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 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;

       

      (60)  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;

       

      (61)  With
        respect to each Mortgage Loan, the Seller has fully and accurately furnished
        complete information on the related borrower credit files to Equifax, Experian
        and Trans Union Credit Information Company, in accordance with the Fair Credit
        Reporting Act and its implementing regulations, on a monthly basis and the
        Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
        Act and its implementing regulations, accurate and complete information on
        its
        borrower credit files to Equifax, Experian, and Trans Union Credit Information
        Company, on a monthly basis;

       

      (62)  All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        related Borrower 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 Borrower 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 Fannie Mae’s anti-predatory
        lending requirements as set forth in the Fannie Mae Selling Guide;

       

      (63)  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 has been disclosed in writing to the Mortgagor in accordance
        with applicable state and federal law and regulation;

       

      (64)  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;

       

      (65)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective October 16, 2003 (Act 1340 or 2003);

       

      (66)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
        loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);


       

      (67)  No
        Mortgage Loan secured by property located in the State of Nevada is a “home
        loan” as defined in the Nevada Assembly Bill No. 284;

       

      (68)  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.);

       

      (69)  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); 

       

      (70)  No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity protection Act;

       

      (71)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et seq.);


       

      (72)  No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (73)  No
        Mortgage Loan originated in the City of Los Angeles is subject to the City
        of
        Los Angeles California Ordinance 175008 as a “home loan”; 

       

      (74)  No
        Mortgage Loan originated in the City of Oakland is subject to the City of
        Oakland, California Ordinance 12361 as a “home loan”;

       

      (75)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Bill
        383 L.D. 494, effective as of September 13, 2003;

       

      (76)  No
        Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
        (Mass. Ann. Laws Ch. 183C);

       

      (77)  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; 

       

      (78)  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; 

       

      (79)  With
        respect to each MERS Mortgage 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;

       

      (80)  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 with respect
        to any
        Mortgage Loan originated on or after August 1, 2004, neither the Mortgage
        nor
        the Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the origination of the Mortgage
        Loan;

       

      (81)  No
        Loan
        is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
        Code Ann. §§ 24-9-1-1 et seq.;

       

      (82)  With
        respect to each Mortgage Loan, (i) if the related first lien provides for
        negative amortization, the CLTV was calculated at the maximum principal balance
        of such first lien that could result upon application of such negative
        amortization feature, 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; 

       

      (83)  The
        Mortgagee 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;

       

      (84)  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 (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; 

       

      (85)  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:

       

        The
        Mortgagor is the owner of a valid and subsisting interest as tenant under
        the
        Ground Lease;

       

        The
        Ground Lease is in full force and effect, unmodified and not supplemented
        by any
        writing or otherwise;

       

        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;

       

        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;

       

        The
        term
        of the Ground Lease exceeds the maturity date of the related Mortgage Loan
        by at
        least ten years;

       

        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;

       

        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;

       

        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; 

       

        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;

       

        The
        Mortgagor has not commenced any action or given or received any notice for
        the
        purpose of terminating the Ground Lease;

       

        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

       

        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.

       

      (86)  No
        Mortgage Loan is a balloon mortgage loan that has an original stated maturity
        of
        less than seven (7) years;

       

      (87)  No
        Mortgage Loan is subject to mandatory arbitration except when the terms of
        the
        arbitration also contain a waiver provision that provides that in the event
        of a
        sale or transfer of the Mortgage Loan or interest in the Mortgage Loan to
        Fannie
        Mae, the terms of the arbitration are null and void. The Seller hereby covenants
        that the Seller or the servicer of the Mortgage Loan, as applicable, will
        notify
        the Mortgagor in writing within 60 days of the sale or transfer of the Mortgage
        Loan to Fannie Mae that the terms of the arbitration are null and void;
        and

       

      (88)  Each
        Mortgage Loan is eligible for sale in the secondary market or for inclusion
        in a
        Pass-Through Transfer without unreasonable credit enhancement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      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 E shall
        have
        the meanings ascribed to them in the National City Servicing
        Agreement.

       

      (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:

       

        the
        lien
        of current real property taxes and assessments not yet due and
        payable;

       

        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

       

        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
        F

      


      Representation
        and Warranties with Respect to the PHH Mortgage Loans 

      


      Except
        for “Mortgage Loans”, which shall mean the PHH 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 PHH Servicing Agreement.

      


      (1)  Mortgage
        Loan as Described.
        Such
        Mortgage Loan complies with the terms and conditions set forth herein, and
        all
        of the information set forth with respect thereto on the Mortgage Loan Schedule
        is true and correct in all material respects;

       

      (2)  Complete
        Mortgage Files.
        The
        instruments and documents specified in Section
        2.02 with
        respect to such Mortgage Loan have been delivered to the Purchaser in compliance
        with the requirements of Article
        II. The
        Seller is in possession of a Mortgage File respecting such Mort gage Loan,
        except for such documents as have been previously delivered to the
        Purchaser;

       

      (3)  Owner
        of Record.
        The
        Mortgage relating to such Mortgage Loan has been duly recorded in (or sent
        for
        recording to) the appropriate recording office, and the applicable Seller
        or
        Servicer is the owner of record of such Mortgage Loan and the indebtedness
        evidenced by the related Mortgage Note;

       

      (4)  Payments
        Current.
        All
        payments required to be made up to and including the Funding Date for such
        Mortgage Loan under the terms of the Mortgage Note have been made, such that
        such Mortgage Loan is not delinquent 30 days or more on the Funding Date;
        and, if the Mortgage Loan is a Pledged Asset Mortgage Loan, neither the Mortgage
        Loan nor the related Pledged Assets has been dishonored. Unless otherwise
        disclosed in the Offering Materials or the Mortgage Loan Schedule, there
        has
        been no delinquency, exclusive of any period of grace, in any payment by
        the
        Mortgagor thereunder during the twelve months preceding the Funding Date;
        and,
        if the Mortgage Loan is a Cooperative Loan, no foreclosure action or private
        or
        public sale under the Uniform Commercial Code has ever been threatened or
        commenced with respect to the Cooperative Loan;

       

      (5)  No
        Outstanding Charges.
        There
        are no delinquent taxes, insurance premiums, assessments, including assessments
        payable in future installments, or other outstanding charges affecting the
        Mortgaged Property related to such Mortgage Loan;

       

      (6)  Original
        Terms Unmodified.
        The
        terms of the Mortgage Note and the Mortgage related to such Mortgage Loan
        (and
        the Proprietary Lease and the Pledge Instruments with respect to each
        Cooperative Loan, and the Pledged Assets with respect to each Pledged Asset
        Mortgage Loan) have not been impaired, waived, altered or modified in any
        material respect, except as specifically set forth in the related Mortgage
        Loan
        Schedule;

       

      (7)  No
        Defenses.
        The
        Mortgage Note and the Mortgage related to such Mortgage Loan (and the
        Cooperative Pledge Agreement related to each Cooperative Loan, and the related
        Pledge Agreement with respect to each Pledged Asset Mortgage Loan) are not
        subject to any right of rescission, set-off or defense, including the defense
        of
        usury, nor will the operation of any of the terms of such Mortgage Note and
        such
        Mortgage (or the related Pledge Agreement with respect to each Pledged Asset
        Mortgage Loan), or the exercise of any right thereunder, render such Mortgage
        (or the related Pledge Agreement with respect to each Pledged Asset Mortgage
        Loan) unenforceable, in whole or in part, or subject to any right of rescission,
        set-off or defense, including the defense of usury and no such right of
        rescission, set-off or defense has been asserted with respect thereto;


       

      (8)  Hazard
        Insurance.
        (a) All
        buildings upon the Mortgaged Property related to such Mortgage Loan are insured
        by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire,
        hazards of extended coverage and such other hazards as are customary in the
        area
        where such Mortgaged Property is located, pursuant to insurance policies
        conforming to the requirements of Section
        5.10.
        All such insurance policies (collectively, the “hazard insurance policy”)
        contain a standard mortgagee clause naming the originator of such Mortgage
        Loan,
        its successors and assigns, as mortgagee. Such policies are the valid and
        binding obligations of the insurer, and all premiums thereon due to date
        have
        been paid. The related Mortgage obligates the Mortgagor thereunder to maintain
        all such insurance at such Mortgagor’s cost and expense, and on such Mortgagor’s
        failure to do so, authorizes the holder of such Mortgage to maintain such
        insurance at such Mortgagor’s cost and expense and to seek reimbursement
        therefor from such Mortgagor; or (b) in the case of a condominium or unit
        in a
        planned unit development (“PUD”) project that is not covered by an individual
        policy, the condominium or PUD project is covered by a “master” or “blanket”
policy and there exists and is in the Mortgage File a certificate of insurance
        showing that the individual unit that secures the first mortgage is covered
        under such policy. The insurance policy contains a standard mortgagee clause
        naming the originator of such Mortgage Loan (and its successors and assigns),
        as
        insured mortgagee. Such policies are the valid and binding obligations of
        the
        insurer, and all premiums thereon have been paid. The insurance policy provides
        for advance notice to the Seller or Servicer if the policy is canceled or
        not
        renewed, or if any other change that adversely affects the Seller’s interests is
        made; the certificate includes the types and amounts of coverage provided,
        describes any endorsements that are part of the “master” policy and would be
        acceptable pursuant to the Fannie Mae Guide or Freddie Mac Servicing
        Guide;

       

      (9)  Compliance
        With Applicable Laws.
        All
        requirements of any federal, state or local law (including usury, truth in
        lending, real estate settlement procedures, consumer credit protection,
        predatory and abusive lending, equal credit opportunity or disclosure laws)
        applicable to the origination and servicing of such Mortgage Loan have been
        complied with in all material respects;

       

      (10)  No
        Fraud.
        No
        error or omission, misrepresentation, negligence or fraud in respect of such
        Mortgage Loan has taken place on the part of any Person in connection with
        the
        origination and servicing of such Mortgage Loan.

       

      (11)  No
        Satisfaction of Mortgage.
        The
        Mortgage related to such Mortgage Loan has not been satisfied, canceled or
        subordinated, in whole or in part, or rescinded, and the related Mortgaged
        Property has not been released from the lien of such Mortgage, in whole or
        in
        part, nor has any instrument been executed that would effect any such release,
        cancellation, subordination or rescission;

       

      (12)  Valid
        First Lien.
        The
        Mortgage including any Negative Amortization, related to such Mortgage Loan
        is a
        valid, subsisting and enforceable perfected first lien on the related Mortgaged
        Property, including all improvements on the related Mortgaged Property, which
        Mortgaged Property is free and clear of any encumbrances and liens having
        priority over the first lien of the Mortgage subject only to (a) the lien
        of
        current real estate taxes and special 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 of such Mortgage
        which
        are acceptable to mortgage lending institutions generally, are referred to
        in
        the lender’s title insurance policy and do not adversely affect the market value
        or intended use of the related Mortgaged Property, and (c) other matters
        to
        which like properties are commonly subject which do not individually or in
        the
        aggregate materially interfere with the benefits of the security intended
        to be
        provided by such Mortgage or the use, enjoyment, or market value of the related
        Mortgaged Property; with respect to each Cooperative Loan, each Cooperative
        Pledge Agreement creates a valid, enforceable and subsisting first security
        interest in the collateral securing the related Mortgage Note subject only
        to
        (a) the lien of the related Cooperative Corporation for unpaid assessments
        representing the obligor's pro rata share of the Cooperative Corporation’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 Cooperative Pledge Agreement; provided,
        however, that the appurtenant Proprietary Lease may be subordinated or otherwise
        subject to the lien of any mortgage on the Cooperative Project;

       

      (13)  Validity
        of Documents.
        The
        Mortgage Note and the Mortgage related to such Mortgage Loan (and the
        Cooperative Pledge Agreement with respect to each Cooperative Loan) are genuine
        and each is the legal, valid and binding obligation of the maker thereof,
        enforceable in accordance with its terms, except as such enforcement may
        be
        limited by bankruptcy, insolvency, reorganization or other similar laws
        affecting the enforcement of creditors’ rights generally and general equitable
        principles (regardless whether such enforcement is considered in a proceeding
        in
        equity or at law);

       

      (14)  Valid
        Execution of Documents.
        All
        parties to the Mortgage Note and the Mortgage related to such Mortgage Loan
        had
        legal capacity to enter into such Mortgage Loan and to execute and deliver
        the
        related Mortgage Note and the related Mortgage and the related Mortgage Note
        and
        the related Mortgage have been duly and properly executed by such parties;
        with
        respect to each Cooperative Loan, all parties to the Mortgage Note and the
        Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
        the
        Cooperative Pledge Agreement, the Proprietary Lease, the Stock Power, the
        Recognition Agreement, the Financing Statement and the Assignment of Proprietary
        Lease and such documents have been duly and properly executed by such parties;
        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 Corporation if the Seller undertakes to
        convert the ownership of the collateral securing the related Cooperative
        Loan;

       

      (15)  Full
        Disbursement of Proceeds.
        Such
        Mortgage Loan has closed and the proceeds of such Mortgage Loan have been
        fully
        disbursed prior to the Funding Date; provided
        that,
        with respect to any Mortgage Loan originated within the previous 120 days,
        alterations and repairs with respect to the related Mortgaged Property or
        any
        part thereof may have required an escrow of funds in an amount sufficient
        to pay
        for all outstanding work within 120 days of the origination of such Mortgage
        Loan, and, if so, such funds are held in escrow by the Seller, a title company
        or other escrow agent;

       

      (16)  Ownership.
        The
        Mortgage Note and the Mortgage related to such Mortgage Loan have not been
        assigned, pledged or otherwise transferred by the applicable Seller, in whole
        or
        in part, and the Seller has good and marketable title thereto, and the Seller
        is
        the sole owner thereof (and with respect to any Cooperative Loan, the sole
        owner
        of the related Cooperative Pledge Agreement)and has full right and authority
        to
        transfer and sell such Mortgage Loan, and is transferring such Mortgage Loan
        to
        the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
        claim or security interest;

       

      (17)  Doing
        Business.
        All
        parties that have had any interest in such 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
        licensing requirements of the laws of the state wherein the related Mortgaged
        Property is located;

       

      (18)  Title
        Insurance.
        (a)
        Such Mortgage Loan is covered by an ALTA lender’s title insurance policy or
        short form title policy acceptable to Fannie Mae and Freddie Mac (or, in
        jurisdictions where ALTA policies are not generally approved for use, a lender’s
        title insurance policy acceptable to Fannie Mae and Freddie Mac), issued
        by a
        title insurer acceptable to Fannie Mae and Freddie Mac and qualified to do
        business in the jurisdiction where the related Mortgaged Property is located,
        insuring (subject to the exceptions contained in clauses (12)(a) and (b)
        above)
        the Seller or Servicer, its successors and assigns as to the first priority
        lien
        of the related Mortgage in the original principal amount of such Mortgage
        Loan
        including any Negative Amortization and in the case of ARM Loans, against
        any
        loss by reason of the invalidity or unenforceability of the lien resulting
        from
        the provisions of such Mortgage providing for adjustment to the applicable
        Note
        Rate and Monthly Payment. Additionally, either such lender’s title insurance
        policy affirmatively insures that there is ingress and egress to and from
        the
        Mortgaged Property or the Seller warrants that there is ingress and egress
        to
        and from the Mortgaged Property and the lender’ s title insurance policy
        affirmatively insures against encroachments by or upon the related Mortgaged
        Property or any interest therein or any other adverse circumstance that either
        is disclosed or would have been disclosed by an accurate survey. The originator
        of the Mortgage Loan, its successor and/or assignee 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 and will inure to the
        benefit
        of the Purchaser without any further act. No claims have been made under
        such
        lender’s title insurance policy, neither the Seller, nor to the best of Seller’s
        knowledge, any prior holder of the related Mortgage has done, by act or
        omission, anything that would impair the coverage of such lender’s insurance
        policy, and there is no act, omission, condition, or information that would
        impair the coverage of such lender’s insurance policy; (b) The mortgage title
        insurance policy covering each unit mortgage in a condominium or PUD project
        related to such Mortgage Loan meets all requirements of Fannie Mae and Freddie
        Mac;

       

      (19)  No
        Defaults.
        (a)
        There is no default, breach, violation or event of acceleration existing
        under
        the Mortgage, the Mortgage Note (or the related Pledge Agreement with respect
        to
        each Pledged Asset Mortgage Loan), or any other agreements, documents, or
        instruments related to such Mortgage Loan; (b) to the best of the Seller’s
        knowledge, there is no event that, with the lapse of time, the giving of
        notice,
        or both, would constitute such a default, breach, violation or event of
        acceleration; (c) the Mortgagor(s) with respect to such Mortgage Loan is
        not the
        subject of an Insolvency Proceeding; (d) no event of acceleration has previously
        occurred, and no notice of default has been sent, with respect to such Mortgage
        Loan; (e) in no event has the Seller waived any of its rights or remedies
        in
        respect of any default, breach, violation or event of acceleration under
        the
        Mortgage, the Mortgage Note (or the related Pledge Agreement with respect
        to
        each Pledged Asset Mortgage Loan), or any other agreements, documents, or
        instruments related to such Mortgage Loan; and (f) with respect to each
        Cooperative Loan, there is no default in complying with the terms of the
        Mortgage Note, the Cooperative Pledge Agreement and the Proprietary Lease
        and
        all maintenance charges and assessments (including assessments payable in
        the
        future installments, which previously became due and owing) have been paid,
        and
        the Seller has the right under the terms of the Mortgage Note, Cooperative
        Pledge Agreement and Recognition Agreement to pay any maintenance charges
        or
        assessments owed by the Mortgagor;

       

      (20)  No
        Mechanics’ Liens.
        No
        Mortgage Loan is subject to any mechanics’ or similar liens, except such liens
        as are expressly insured against by a title insurance policy, or claims that
        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
        that are or may be liens prior to, or equal or coordinate with, the lien
        of the
        related Mortgage;

       

      (21)  Location
        of Improvements; No Encroachments.
        As of
        the date of origination of such Mortgage Loan, to the best of the Seller’s
        knowledge, all improvements that were considered in determining the Appraised
        Value of the related Mortgaged Property lay wholly within the boundaries
        and
        building restriction lines of such Mortgaged Property, and no improvements
        on
        adjoining properties encroach upon such Mortgaged Property except as permitted
        under the terms of the Fannie Mae Guide and the Freddie Mac Servicer Guide;
        to
        the best of the Seller’s knowledge, no improvement located on or part of any
        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 such 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;

       

      (22)  Origination;
        Payment Terms.
        Principal payments on such Mortgage Loan commenced or will commence no more
        than
        60 days after funds were disbursed in connection with such Mortgage Loan.
        If the interest rate on the related Mortgage Note is adjustable, the adjustment
        is based on the Index set forth on the related Mortgage Loan Schedule. The
        related Mortgage Note is payable on the first day of each month in arrears,
        in
        accordance with the payment terms described on the related Mortgage Loan
        Schedule. With respect to any Mortgage Loan subject to Negative Amortization
        the
        Monthly Payments are 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 original
        term thereof in accordance with the terms and conditions set forth in the
        Mortgage Note ;

       

      (23)  Due
        On
        Sale.
        Except
        as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains
        the usual and customary “due-on-sale” clause or other similar provision for the
        acceleration of the payment of the Unpaid Principal Balance of such Mortgage
        Loan if the related Mortgaged Property or any interest therein is sold or
        transferred without the prior consent of the mortgagee thereunder;

       

      (24)  Prepayment
        Penalty.
        Except
        as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not
        subject to any Prepayment Penalty;

       

      (25)  Mortgaged
        Property Undamaged; No Condemnation.
        The
        related Mortgaged Property (and with respect to a Cooperative Loan, the related
        Cooperative Project and Cooperative Unit) is free of material damage and
        waste
        and there is no proceeding pending for the total or partial condemnation
        thereof;

       

      (26)  Customary
        Provisions.
        The
        related Mortgage contains customary and enforceable provisions that render
        the
        rights and remedies of the holder thereof adequate for the realization against
        the related 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) in the case of a Mortgage, otherwise by judicial
        foreclosure;

       

      (27)  Conformance
        With Underwriting Standards.
        Such
        Mortgage Loan was underwritten in accordance with the PHH Guide; 

       

      (28)  Appraisal.
        The
        Mortgage File contains an appraisal of the related Mortgaged Property on
        forms
        and with riders approved by Fannie Mae and Freddie Mac, signed prior to the
        approval of such Mortgage Loan application by an appraiser, duly appointed
        by
        the originator of such Mortgage Loan, whose compensation is not affected
        by the
        approval or disapproval of such Mortgage Loan and who met the minimum
        qualifications of Fannie Mae and Freddie Mac for appraisers. 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;

       

      (29)  Deeds
        of Trust.
        If the
        related Mortgage constitutes a deed of trust, then a trustee, duly qualified
        under applicable law to serve as such, has been properly designated and
        currently so serves and is named in such Mortgage, and no fees or expenses
        are
        or will become payable by the Purchaser to the trustee under such deed of
        trust,
        except in connection with a trustee’s sale after default by the related
        Mortgagor;

       

      (30)  LTV;
        Primary Mortgage Insurance Policy.
        Except
        with respect to Pledged Asset Mortgage Loans and any loan program as defined
        in
        the PHH Guide not requiring Primary Mortgage Insurance, if such Mortgage
        Loan
        had a Loan-to-Value Ratio of more than 80% at origination, such Mortgage
        Loan is
        and will be subject to a Primary Insurance Policy issued by a Qualified Mortgage
        Insurer, which insures the Seller or Servicer, its successors and assigns
        and
        insured’s in the amount set forth on the Mortgage Loan Schedule; provided that,
        a Primary Mortgage Insurance Policy will not be required for any Cooperative
        Loan if (i) the proceeds of such Cooperative Loan were used to purchase a
        Cooperative Unit at the “insider's price” when the building was converted to a
        Cooperative Corporation, (ii) the value of the Cooperative Unit for purposes
        of
        establishing the LTV at origination was such “insider's price”, (iii) the
        principal amount of the Cooperative Loan at origination was not more than
        100%
        of such “insider's price” and (iv) the LTV at origination, as calculated using
        the Appraised Value at origination, was less than or equal to 80%. 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 related Mortgage subject to any such Primary Insurance
        Policy (other than a “lender-paid” Primary Insurance Policy) obligates the
        Mortgagor thereunder to maintain such insurance for the time period required
        by
        law and to pay all premiums and charges in connection therewith. As of the
        date
        of origination, the Loan-to-Value Ratio of such Mortgage Loan is as specified
        in
        the applicable Mortgage Loan Schedule;

       

      (31)  Occupancy.
        To the
        best of the Seller’s knowledge, the related Mortgaged Property (or with respect
        to a Cooperative Loan, the related Cooperative Unit) is lawfully occupied
        under
        applicable law and all inspections, licenses and certificates required to
        be
        made or issued with respect to all occupied portions of the Mortgaged Property
        (or with respect to a Cooperative Loan, the related Cooperative Unit) 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;

       

      (32)  Supervision
        and Examination by a Federal or State Authority.
        Each
        Mortgage Loan either was (a) closed in the name of the PHH Mortgage, or (b)
        closed in the name of another entity that is either a savings and loan
        association, a savings bank, a commercial bank, credit union, insurance company
        or an institution which is supervised and examined by a federal or state
        authority, or a mortgagee approved by the Secretary of Housing and Urban
        Development pursuant to Sections 203 and 211 of the National Housing Act
        (a “HUD
        Approved Mortgagee”), and was so at the time such Mortgage Loan was originated
        (PHH Mortgage or such other entity, the “Originator”) or (c) closed in the name
        of a loan broker under the circumstances described in the following sentence.
        If
        such Mortgage Loan was originated through a loan broker, such Mortgage Loan
        met
        the Originator’s underwriting criteria at the time of origination and was
        originated in accordance with the Originator’s policies and procedures and the
        Originator acquired such Mortgage Loan from the loan broker contemporaneously
        with the origination thereof. The Mortgage Loans that the Trust is selling
        to
        Purchaser were originated by or on behalf of PHH Mortgage and subsequently
        assigned to the Trust.

       

      (33)  Adjustments.
        All of
        the terms of the related Mortgage Note pertaining to interest rate adjustments,
        payment adjustments and adjustments of the outstanding principal balance,
        if
        any, are enforceable and such adjustments will not affect the priority of
        the
        lien of the related Mortgage; all such adjustments on such Mortgage Loan
        have
        been made properly and in accordance with the provisions of such Mortgage
        Loan;

       

      (34)  Insolvency
        Proceedings; The Servicemembers Civil Relief Act.
        To the
        best of the Seller’s knowledge, the related Mortgagor (1) is not the subject of
        any Insolvency Proceeding; and (2) has not requested any relief allowed to
        such
        Mortgagor under the Servicemembers Civil Relief Act;

       

      (35)  Fannie
        Mae/Freddie Mac Documents.
        Such
        Mortgage Loan was closed on standard Fannie Mae or Freddie Mac documents
        or on
        such documents otherwise acceptable to them;

       

      (36)  Payments.
        Unless
        otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
        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. 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;

       

      (37)  The
        Assignment of Mortgage.
        The
        Assignment is in recordable form and is acceptable for recording under the
        laws
        of the jurisdiction in which the Mortgaged Property is located;

       

      (38)  No
        Advances.
        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 consolidated principal amount does not exceed
        the
        original principal amount of the Mortgage Loan plus any Negative
        Amortization;

       

      (39)  Balloon
        Loans.
        Unless
        otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
        no
        Mortgage Loan has a balloon payment feature. With respect to any Mortgage
        Loan
        with a balloon payment feature, the Mortgage Note is payable in Monthly Payments
        based on a thirty year amortization schedule and has a final Monthly Payment
        substantially greater than the preceding Monthly Payment which is sufficient
        to
        amortize the remaining principal balance of the Mortgage Loan;

       

      (40)  Condominium
        Units/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 PHH Guide;

       

      (41)  High
        Cost Mortgage Loans.
        None of
        the Mortgage Loans are (a) subject to, covered by or in violation of the
        Home
        Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
        cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
        law, including any predatory or abusive lending laws (or a similarly classified
        loan using different terminology under a law imposing heightened scrutiny
        or
        additional legal liability for a residential mortgage loan having high interest
        rates, points and/or fees), (c) a High Cost Loan or Covered Loan, as applicable
        (as such terms are defined in the Standard & Poor’s LEVELS® Glossary
        Revised, Appendix E) or (d) in violation of any state law or ordinance
        comparable to HOEPA;

       

      (42)  No
        Rehabilitation Loan.
        Unless
        otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
        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;

       

      (43)  No
        Adverse Conditions.
        The
        Seller has no knowledge of any circumstances or condition with respect to
        the
        Mortgage, the Mortgage Property (or with respect to a Cooperative Loan, the
        Cooperative Pledge Agreement, the Cooperative Unit or the Cooperative Project),
        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;

       

      (44)  Scheduled
        Interest.
        Interest on each Mortgage Loan is calculated on the basis of a 360-day year
        consisting of twelve 30-day months;

       

      (45)  Environmental
        Laws.
        To the
        best of Seller’s knowledge, 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; 

       

      (46)  Negative
        Amortization.
        Unless
        otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
        no
        Mortgage Loan is subject to negative amortization;

       

      (47)  Cooperative
        Lien Search.
        With
        respect to each Cooperative Loan, a Cooperative Lien Search has been made
        by a
        company competent to make the same which company is acceptable to Fannie
        Mae and
        Freddie Mac and qualified to do business in the jurisdiction where the
        Cooperative Unit is located; 

       

      (48)  Cooperative
        Loan- Proprietary Lease.
        With
        respect to each Cooperative Loan, (i) the terms of the related Proprietary
        Lease
        is longer 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 Corporation,
        (iii) there is no prohibition in any Proprietary Lease against pledging the
        Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition
        Agreement is on a form of agreement published by the Aztech Document Systems,
        Inc. or includes provisions which are no less favorable to the lender than
        those
        contained in such agreement;

       

      (49)  Cooperative
        Loan- UCC Financing Statement.
        With
        respect to each Cooperative Loan, 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 priority lien
        and
        security interest in the Cooperative Shares 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 the Mortgagor or
        its
        designee establishes in the Mortgagor a valid and subsisting perfected first
        lien on and security interest in the Mortgaged Property described therein,
        and
        the Mortgagor has full right to sell and assign the same;

       

      (50)  Cooperative
        Loan- Cooperative Pledge Agreement.
        With
        respect to each Cooperative Loan, each Cooperative Pledge Agreement contains
        enforceable provisions such as to render the rights and remedies of the holder
        thereof adequate for the realization of the benefits of the security provided
        thereby. The Cooperative Pledge Agreement contains an enforceable provision
        for
        the acceleration of the payment of the Unpaid Principal Balance of the Mortgage
        Note in the event the Cooperative Unit is transferred or sold without the
        consent of the holder thereof;

       

      (51)  Imaging.
        Each
        imaged document represents a true, complete, and correct copy of the original
        document in all respects, including, but not limited to, all signatures
        conforming with signatures contained in the original document, no information
        having been added or deleted, and no imaged document having been manipulated
        or
        altered in any manner. Each imaged document is clear and legible, including,
        but
        not limited to, accurate reproductions of photographs. No original documents
        have been or will be altered in any manner;

       

      (52)  No
        predatory 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. Each Mortgage Loan is in compliance with
        the
        anti-predatory lending eligibility for purchase requirements of the Fannie
        Mae
        Guides;

       

      (53)  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;

       

      (54)  None
        of
        the Mortgage Loans are subject to a prepayment penalty.

       

      (55)  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 identity of the applicable Mortgagor
        and,
        other than with respect to any Mortgage Loan originated pursuant to a
“specialty/Alt-A” program, 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;

       

      (56)  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 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;

       

      (57)  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;

       

      (58)  All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        related Borrower 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 Borrower 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 Fannie Mae’s anti-predatory
        lending requirements as set forth in the Fannie Mae Selling Guide. 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 such Mortgage Loan were disclosed in writing to the related Mortgagor
        in
        accordance with applicable state and federal laws and regulations; 

       

      (59)  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); 

       

      (60)  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;

       

      (61)  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 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;

       

      (62)  With
        respect to each Mortgage Loan, 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;

       

      (63)  With
        respect to each MERS Mortgage 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; 

       

      (64)  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; and

       

      (65)  With
        respect to any Mortgage Loan originated on or after August 1, 2004, 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
        G

      


      Representation
        and Warranties with Respect to the Quicken Mortgage Loans 

      


      Except
        for “Mortgage Loans”, which shall mean the Quicken 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 Quicken Servicing Agreement.


       

      (1)  The
        information set forth in the related Mortgage Loan Schedule is complete,
        true
        and correct;

       

      (2)  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;

       

      (3)  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;

       

      (4)  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;

       

      (5)  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 or its designee; 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 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 title insurer, to the extent
        required by the policy, and which assumption agreement has been delivered
        to the
        Purchaser or its designee and the terms of which are reflected in the related
        Mortgage Loan Schedule;

       

      (6)  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.
        Each
        Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
        enforceable and collectible under applicable federal, state and local
        law;

       

      (7)  All
        buildings upon the Mortgaged Property are insured by an insurer acceptable
        to
        FNMA or 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 FNMA or
        FHLMC.
        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 or 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;

       

      (8)  Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures,
        predatory and abusive lending, consumer credit protection, equal credit
        opportunity, fair housing or disclosure laws applicable to the origination
        and
        servicing of mortgage loans of a type similar to the Mortgage Loans have
        been
        complied with;

       

      (9)  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;

       

      (10)  The
        Mortgage is a valid, existing and enforceable first or second (as indicated
        on
        the Mortgage Loan Schedule) lien 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) to
        the
        extent the Mortgage Loan is a second lien Mortgage Loan, the related first
        lien
        on the Mortgaged Property; and (d) 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, existing and enforceable first
        or
        second (as indicated on the Mortgage Loan Schedule) lien and first or second
        (as
        indicated on the Mortgage Loan Schedule) priority security interest 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;

       

      (11)  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 such enforcement may be limited by bankruptcy;

       

      (12)  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;

       

      (13)  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;

       

      (14)  The
        Seller 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;

       

      (15)  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 material 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 otherwise exempt from
        such
        requirements under applicable law);

       

      (16)  The
        Mortgage Loan is covered by an American Land Title Association (“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)
        acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA
        or
        FHLMC and qualified to do business in the jurisdiction where the Mortgaged
        Property is located, insuring (subject to the exceptions contained in (x)(a)
        and
        (b) above) the Seller, its successors and assigns as to the first or second
        (as
        indicated on the Mortgage Loan Schedule) 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;

       

      (17)  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 second lien mortgage loan (i) the first lien mortgage loan 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;

       

      (18)  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;

       

      (19)  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;

       

      (20)  As
        of the
        origination of the Mortgage Loan, no improvement located on the Mortgaged
        Property was in violation of any applicable zoning or subdivision laws or
        ordinances;

       

      (21)  The
        Mortgage Loan was originated by the Seller or by 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,
        or
        by a mortgagee approved as such by the Secretary of HUD pursuant to Section
        203
        and 211 of the National Housing Act;

       

      (22)  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, the Mortgage
        Note is payable on the first day of each month in Monthly Payments, which,
        other
        than with respect to a Balloon Mortgage Loan, in the case of a Fixed Rate
        Mortgage Loans, 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, 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 Confirmation. 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 remained unpaid principal balance of the Balloon
        Mortgage Loan as of the Due Date of such monthly payment. The Mortgage Note
        does
        not permit negative amortization. No Mortgage Loan is a Convertible Mortgage
        Loan;

       

      (23)  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
        the terms of the Mortgage Note. With respect to escrow deposits and Escrow
        Payments, 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;

       

      (24)  The
        Mortgaged Property is in good repair and is free of damage and waste and
        there
        is no proceeding pending for the total or partial condemnation
        thereof;

       

      (25)  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;

       

      (26)  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 or FHLMC; and the Mortgage
        Note and Mortgage are on forms acceptable to FNMA or FHLMC; 

       

      (27)  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;

       

      (28)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        satisfied the standards of FNMA or FHLMC, was on appraisal form 1004 or form
        2055 with an interior inspection with respect to each first lien Mortgage
        Loan,
        and on appraisal form 704, 2065 or 2055 with an exterior inspection with
        respect
        to each second lien Mortgage Loan, and 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 or 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;

       

      (29)  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;

       

      (30)  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. 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;

       

      (31)  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;

       

      (32)  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;

       

      (33)  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;

       

      (34)  No
        Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Each
        Mortgage Loan with an LTV or CLTV 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;

       

      (35)  The
        Mortgaged Property is, to the best of the Seller’s knowledge, 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, have been made or obtained from the
        appropriate authorities;

       

      (36)  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;

       

      (37)  For
        each
        Mortgage Loan that is not a MOM 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. 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 Seller, or is
        in the
        process of being recorded.

       

      (38)  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 or second lien priority
        by
        a title insurance policy or an endorsement to the policy insuring the
        mortgagee’s consolidated interest. The consolidated principal amount does not
        exceed the original principal amount of the Mortgage Loan;

       

      (39)  Unless
        otherwise set forth on the related Mortgage Loan Schedule, no Mortgage Loan
        has
        a balloon payment feature;

       

      (40)  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 or FHLMC;

       

      (41)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Seller;

       

      (42)  Interest
        on each Mortgage Loan is calculated on the basis of a 360 day year consisting
        of
        twelve 30 day months;

       

      (43)  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;

       

      (44)  Seller
        shall, at its own expense, cause each Mortgage Loan to be covered by a Tax
        Service Contract which is assignable 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;

       

      (45)  Each
        Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
        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;

       

      (46)  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” 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);

       

      (47)  No
        predatory 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. Each Mortgage Loan is in compliance with
        the
        anti-predatory lending eligibility for purchase requirements of the FNMA
        Guides;

       

      (48)  The
        debt-to-income ratio of the related Mortgagor was not greater than 60% at
        the
        origination of the related Mortgage Loan; 

       

      (49)  No
        Mortgagor was required to purchase any single premium credit insurance policy
        (e.g., life, disability, accident, unemployment, or health insurance product)
        or
        debt cancellation agreement as a condition of obtaining the extension of
        credit.
        No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
        life, disability, accident, unemployment, mortgage, or health insurance)
        in
        connection with the origination of the Mortgage Loan. 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;

       

      (50)  The
        Mortgage Loans were not selected from the outstanding one to four-family
        mortgage loans in the Seller’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;

       

      (51)  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;

       

      (52)  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 (to the extent that the related
        Mortgaged Property is located in such state), 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;

       

      (53)  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;

       

      (54)  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; 

       

      (55)  No
        Mortgage Loan is secured by cooperative housing, commercial property, mobile
        homes, manufactured housing or mixed use property;

       

      (56)  Except
        as
        set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
        are
        subject to a Prepayment Charge. For any Mortgage Loan originated prior to
        October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
        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 Charge, such Prepayment Charge 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 Prepayment Charge upon a 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 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 Prepayment Charge, (iii) the Prepayment
        Charge is disclosed to the Mortgagor in the loan documents pursuant to
        applicable state and federal law, (v) 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 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 loan payments;

       

      (57)  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;

       

      (58)  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”) or the
        New York Banking Law 6-1. 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;

       

      (59)  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 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;

       

      (60)  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;

       

      (61)  With
        respect to each Mortgage Loan, the Seller has fully and accurately furnished
        complete information on the related borrower credit files to Equifax, Experian
        and Trans Union Credit Information Company, in accordance with the Fair Credit
        Reporting Act and its implementing regulations, on a monthly basis and the
        Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
        Act and its implementing regulations, accurate and complete information on
        its
        borrower credit files to Equifax, Experian, and Trans Union Credit Information
        Company, on a monthly basis;

       

      (62)  All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        related Borrower 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 Borrower 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 Fannie Mae’s anti-predatory
        lending requirements as set forth in the Fannie Mae Selling Guide;

       

      (63)  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 has been disclosed in writing to the Mortgagor in accordance
        with applicable state and federal law and regulation;

       

      (64)  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;

       

      (65)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective October 16, 2003 (Act 1340 or 2003);

       

      (66)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
        loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);


       

      (67)  No
        Mortgage Loan secured by property located in the State of Nevada is a “home
        loan” as defined in the Nevada Assembly Bill No. 284;

       

      (68)  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.);

       

      (69)  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); 

       

      (70)  No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity protection Act;

       

      (71)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et seq.);


       

      (72)  No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (73)  No
        Mortgage Loan originated in the City of Los Angeles is subject to the City
        of
        Los Angeles California Ordinance 175008 as a “home loan”; 

       

      (74)  No
        Mortgage Loan originated in the City of Oakland is subject to the City of
        Oakland, California Ordinance 12361 as a “home loan”;

       

      (75)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Bill
        383 L.D. 494, effective as of September 13, 2003;

       

      (76)  No
        Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act, effective November 5, 2004
        (Mass. Ann. Laws Ch. 183C);

       

      (77)  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. 

       

      (78)  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; 

       

      (79)  With
        respect to each MERS Mortgage 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;

       

      (80)  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 with respect
        to any
        Mortgage Loan originated on or after August 1, 2004, neither the Mortgage
        nor
        the Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the origination of the Mortgage
        Loan;

       

      (81)  Each
        Mortgage Loan is eligible for sale in the secondary market or for inclusion
        in a
        Pass-Through Transfer without unreasonable credit enhancement;

       

      (82)  With
        respect to each Mortgage Loan, (i) if the related first lien provides for
        negative amortization, the CLTV was calculated at the maximum principal balance
        of such first lien that could result upon application of such negative
        amortization feature, 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; 

       

      (83)  Each
        Imaged Document represents a true, complete, and correct copy of the Original
        Document in all respects, including, but not limited to, all signatures
        conforming with signatures contained in the Original Document, no information
        having been added or deleted, and no Imaged Document having been manipulated
        or
        altered in any manner. Each Imaged Document is clear and legible, including,
        but
        not limited to, accurate reproductions of photographs. No Original Documents
        have been or will be altered in any manner; 

       

      (84)  The
        destruction of any Original Document or the inability of the Seller to produce
        a
        copy of such Original Document upon request shall not cause (i) any delay
        in the
        enforcement of the Mortgage Loan, (ii) any inability to collect all amounts
        due
        under the Mortgage Loan, including without limitation, in connection with
        a
        foreclosure or other sale of the Mortgaged Property, (iii) private institutional
        investors to regard the Mortgage Loan as an unacceptable investment or adversely
        affect the value or marketability of the Mortgage Loan, or (iv) any claims
        from
        holders of mortgage-backed securities collateralized by the Mortgage
        Loan.;

       

      (85)  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:

       

        The
        Mortgagor is the owner of a valid and subsisting interest as tenant under
        the
        Ground Lease;

       

        The
        Ground Lease is in full force and effect, unmodified and not supplemented
        by any
        writing or otherwise;

       

        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;

       

        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;

       

        The
        term
        of the Ground Lease exceeds the maturity date of the related Mortgage Loan
        by at
        least ten years;

       

        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;

       

        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;

       

        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; 

       

        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;

       

        The
        Mortgagor has not commenced any action or given or received any notice for
        the
        purpose of terminating the Ground Lease;

       

        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

       

        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.

       

      (86)  No
        Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
        (Mass. Ann. Laws Ch. 183C);

       

      (87)  No
        Mortgage Loan is a balloon mortgage loan that has an original stated maturity
        of
        less than seven (7) years; and

       

      (88)  No
        Mortgage Loan is subject to mandatory arbitration except when the terms of
        the
        arbitration also contain a waiver provision that provides that in the event
        of a
        sale or transfer of the Mortgage Loan or interest in the Mortgage Loan to
        Fannie
        Mae, the terms of the arbitration are null and void. The Seller hereby covenants
        that the Seller or the servicer of the Mortgage Loan, as applicable, will
        notify
        the Mortgagor in writing within 60 days of the sale or transfer of the Mortgage
        Loan to Fannie Mae that the terms of the arbitration are null and
        void.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        H

      


      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 H shall have
        the
        meanings ascribed to them in the Weichert Servicing Agreement.


       

      (1)  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;

       

      (2)  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;

       

      (3)  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;

       

      (4)  The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (5)  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;

       

      (6)  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;

       

      (7)  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;

       

      (8)  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;

       

      (9)  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;

       

      (10)  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;

       

      (11)  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;

       

      (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;

       

      (14)  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;

       

      (15)  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;

       

      (16)  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;

       

      (17)  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;

       

      (18)  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;

       

      (19)  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;

       

      (20)  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;

       

      (21)  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;

       

      (22)  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;

       

      (23)  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;

       

      (24)  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;

       

      (25)  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;

       

      (26)  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;

       

      (27)  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;

       

      (28)  
        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;

       

      (29)  
        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;

       

      (30)  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;

       

      (31)  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;

       

      (32)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (33)  
        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;

       

      (34)  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).

       

      (35)  
        No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (36)  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;

       

      (37)  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;

       

      (38)  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;

       

      (39)  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; 

       

      (40)  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; 

       

      (41)  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;

       

      (42)  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.

       

      (43)  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;

       

      (44)  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); 

       

      (45)  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;

       

      (46)  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;

       

      (47)  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;

       

      (48)  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. 

       

      (49)  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;

       

      (50)  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;

       

      (51)  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;

       

      (52)  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;

       

      (53)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Seller;

       

      (54)  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;

       

      (55)  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;

       

      (56)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (57)  Reserved;

       

      (58)  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;

       

      (59)  Each
        Mortgage Loan has a valid and original Credit Score, with a minimum Credit
        Score
        as set forth in the related Confirmation;

       

      (60)  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;

       

      (61)  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;

       

      (62)  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;

       

      (63)  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;

       

      (64)  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;

       

      (65)  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;

       

      (66)  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;

       

      (67)  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;

       

      (68)  No
        Mortgagor is the obligor on more than two Mortgage Notes in each Mortgage
        Loan
        Package, unless mutually agreed upon by Seller and Purchaser;

       

      (69)  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.

       

      (70)  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; 

       

      (71)  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;

       

      (72)  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; 

       

      (73)  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;

       

      (74)  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; 

       

      (75)  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

       

      (76)  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
        I

      


      Representation
        and Warranties with Respect to the Wells Fargo Loans 

      


      Except
        for “Mortgage Loans”, which shall mean the Wells Fargo Loans sold by the Seller
        to the Purchaser, all capitalized terms in this Exhibit I shall have the
        meanings ascribed to them in the Wells Fargo Servicing Agreement.

      


      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;

      


      (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 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, 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, 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 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 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 for Pledged Asset Mortgage Loans, 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 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), 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
        (q) 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, 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 Loan Schedule 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; 

      


      (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
        (1) 100% of the insurable value, on a replacement cost basis, of the
        improvements on the related Mortgaged Property, or (2) the
        greater of (x) the outstanding principal balance of the Mortgage Loan or
        (y) 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, (b) the
        full insurable value and (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
                  Balloon Payments, 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.
        No
        Mortgage Loan has a balloon payment 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.

              	
                 

              


      

      


      Each
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        of
        the Seller; and the 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 requirements of Fannie
                  Mae or
                  Freddie Mac 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 Mortgage Files.

      


      The
        Mortgage Loan Documents required to be delivered by the Seller have been
        delivered to the Custodian. The Seller is in possession of a complete, true
        and
        accurate Mortgage File, except for such documents the originals of which
        have
        been delivered to the Custodian or 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.

       

      No
        Mortgage Loan is leasehold Mortgage Loan;
        and

       

      


      (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.

      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    TO: [applicable
      Custodian]

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of June 1, 2006, 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 Custodian 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 2006-AR5

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                2006-AR5, 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 June 1, 2006, 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 2006-AR5

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                2006-AR5, 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
      June 1, 2006, 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.

            
	 	 	 
	 	
              ___

            	
              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 June 1, 2006 (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:

     

    o 
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.

     

    o 
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.

               

            


    

    o 
None
      of the above.

     

     

    13.  The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
          
      day
      of
                  ,
      20  .

    


     

    
      	 	
              [NAME
                OF TRANSFEREE]

               

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              By:

               

            	 
	 	
              Name:

               

            	 
	 	
              Title:

               

            	 
	 	 	 


    

    


    
      	
              [Corporate
                Seal]

               

            	 
	
              ATTEST:

               

            	 
	 	 
	 	 
	
              [Assistant]
                Secretary

               

            	 


    

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


     

    
      	 	 
	 	
              NOTARY
                PUBLIC

               

            
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              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 2006-AR5

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                2006-AR5, 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 2006-AR5,
      Class [B4] [B5] [B6] [R] (the “Certificates”), issued pursuant to a Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of June 1,
      2006, 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 (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.§2510.3-101, 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.
§2510.3-101.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

               

            
	 	 	 	 	 	 	 	
               

              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    EXHIBIT
      H

     

    FORM
      OF
      MASTER SERVICER CERTIFICATION

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                2006-AR5

            


    

    


    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 June 1, 2006 (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 June 1, 2006 (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:
       ________________________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    SCHEDULE
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    [Available
      Upon Request]