Unassociated Document


    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

     

    


    WELLS
      FARGO BANK, N.A.

    Servicer

    


    CITIBANK,
      N.A.

    Trust
      Administrator

    


     

    and

    


     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    Trustee

     

    _________________________________________

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of February 1, 2007

     

    _________________________________________

     

    Asset-Backed
      Pass-Through Certificates

     

    Series
      2007-AHL1

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    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 Sponsor or the
                Depositor.

            
	
              SECTION
                2.04

            	
              [Reserved].

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Servicer.

            
	
              SECTION
                2.06

            	
              Issuance
                of the Certificates.

            
	
              SECTION
                2.07

            	
              Authorization
                to Enter into Interest Rate Cap Agreement

            
	
              SECTION
                2.08

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

            
	
               

              ARTICLE
                III

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3.01

            	
              Servicer
                to Act as Servicer.

            
	
              SECTION
                3.02

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

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Servicer.

            
	
              SECTION
                3.05

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

            
	
              SECTION
                3.06

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

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09

            	
              Collection
                of Taxes and Similar Items; Servicing Accounts.

            
	
              SECTION
                3.10

            	
              Collection
                Account and Distribution Account.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            
	
              SECTION
                3.12

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

            
	
              SECTION
                3.13

            	
              [Reserved].

            
	
              SECTION
                3.14

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

            
	
              SECTION
                3.15

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

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            
	
              SECTION
                3.20

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              Obligations
                of the Servicer in Respect of Monthly Payments.

            
	
              SECTION
                3.26

            	
              Advance
                Facility.

            
	
               

              ARTICLE
                IV

              PAYMENTS
                TO CERTIFICATEHOLDERS

               

            
	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                4.03

            	
              Remittance
                Reports; P&I Advances.

            
	
              SECTION
                4.04

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            
	
              SECTION
                4.05

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                4.06

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.07

            	
              Commission
                Reporting.

            
	
              SECTION
                4.08

            	
              Cap
                Account.

            
	
              SECTION
                4.09

            	
              Collateral
                Account.

            
	
              SECTION
                4.10

            	
              Rights
                and Obligations Under the Interest Rate Cap Agreement.

            
	
               

              ARTICLE
                V

              THE
                CERTIFICATES

               

            
	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Certain
                Available Information.

            
	
               

              ARTICLE
                VI

              THE
                DEPOSITOR AND THE SERVICER

               

            
	
              SECTION
                6.01

            	
              Liability
                of the Depositor and the Servicer.

            
	
              SECTION
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Servicer.

            
	
              SECTION
                6.03

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

            
	
              SECTION
                6.04

            	
              Limitation
                on Resignation of the Servicer.

            
	
              SECTION
                6.05

            	
              Rights
                of the Depositor in Respect of the Servicer.

            
	
              SECTION
                6.06

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                6.07

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                6.08

            	
              Removal
                of the Credit Risk Manager.

            
	
               

              ARTICLE
                VII

              DEFAULT

               

            
	
              SECTION
                7.01

            	
              Servicer
                Events of Default.

            
	
              SECTION
                7.02

            	
              Trust
                Administrator or Trustee to Act; Appointment of
                Successor.

            
	
              SECTION
                7.03

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.04

            	
              Waiver
                of Servicer Events of Default.

            
	
               

              ARTICLE
                VIII

              CONCERNING
                THE TRUSTEE aND THE TRUST ADMINISTRATOR

               

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee and Trust Administrator.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            
	
              SECTION
                8.03

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

            
	
              SECTION
                8.04

            	
              Trustee
                and Trust Administrator May Own Certificates.

            
	
              SECTION
                8.05

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

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07

            	
              Resignation
                and Removal of the Trustee and the Trust Administrator.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee or Trust Administrator.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              SECTION
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11

            	
              [Reserved].

            
	
              SECTION
                8.12

            	
              Appointment
                of Office or Agency.

            
	
              SECTION
                8.13

            	
              Representations
                and Warranties.

            
	
              SECTION
                8.14

            	
              [Reserved].

            
	
              SECTION
                8.15

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

            
	
              SECTION
                8.16

            	
              Email
                Communications.

            
	
               

              ARTICLE
                IX

              TERMINATION

               

            
	
              SECTION
                9.01

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage Loans.

            
	
              SECTION
                9.02

            	
              Additional
                Termination Requirements.

            
	
               

              ARTICLE
                X

              REMIC
                PROVISIONS

               

            
	
              SECTION
                10.01

            	
              REMIC
                Administration.

            
	
              SECTION
                10.02

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                10.03

            	
              Servicer,
                Trustee and Trust Administrator Indemnification.

            
	
               

              ARTICLE
                XI

              MISCELLANEOUS
                PROVISIONS

               

            
	
              SECTION
                11.01

            	
              Amendment.

            
	
              SECTION
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04

            	
              Governing
                Law.

            
	
              SECTION
                11.05

            	
              Notices.

            
	
              SECTION
                11.06

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07

            	
              Notice
                to Rating Agencies.

            
	
              SECTION
                11.08

            	
              Article
                and Section References.

            
	
              SECTION
                11.09

            	
              Grant
                of Security Interest.

            
	
              SECTION
                11.10

            	
              Third
                Party Rights.

            
	
              SECTION
                11.11

            	
              Intention
                of the Parties and Interpretation.

            
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Exhibits

               

            	 
	
              Exhibit
                A-1

            	
              Form
                of Class A-1 Certificate

            
	
              Exhibit
                A-2 

            	
              Form
                of Class A-2A Certificate

            
	
              Exhibit
                A-3 

            	
              Form
                of Class A-2B Certificate

            
	
              Exhibit
                A-4 

            	
              Form
                of Class A-2C Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class M-1 Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-2 Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-3 Certificate

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-4 Certificate

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-5 Certificate

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-6 Certificate

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-7 Certificate

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-8 Certificate

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-9 Certificate

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-10 Certificate

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-11 Certificate

            
	
              Exhibit
                A-16

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-18

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class R-X Certificate

            
	
              Exhibit
                B

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

            
	
              Exhibit
                C

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                D

            	
              Form
                of Assignment Agreement

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

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

            
	
              Exhibit
                F-2

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

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H-1

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

            
	
              Exhibit
                H-2

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

            
	
              Exhibit
                H-3

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

            
	
              Exhibit
                I

            	
              Form
                of Interest Rate Cap Agreement

            
	
              Exhibit
                J

            	
              Form
                of Cap Administration Agreement

            
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement, is dated and effective as of February 1, 2007,
      among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, WELLS FARGO BANK, N.A.,
      as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL
      ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest in each REMIC (as defined herein) created hereunder. The
      Trust Fund will consist of a pool of assets comprised of the Mortgage Loans
      and
      certain other related assets subject to this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      I

    


    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Mortgage Loans and certain other related assets
      (other than any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
      Carryover Reserve Account, the Cap Account, the Cap Administration Agreement
      and
      the Interest Rate Cap Agreement) subject to this Agreement as a REMIC for
      federal income tax purposes, and such pool of assets will be designated as
      “REMIC I.” The Class R-I Interest will be the sole class of “residual interests”
in REMIC I for purposes of the REMIC Provisions (as defined herein). The
      following table irrevocably sets forth the designation, the REMIC I Remittance
      Rate, the initial Uncertificated Balance and, for purposes of satisfying
      Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for each of the REMIC I Regular Interests (as defined herein). None of the
      REMIC I Regular Interests will be certificated.

     

    
      	
              Designation

            	
              REMIC
                I

              Remittance
                Rate

            	
              Initial

              Uncertificated
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              I-LTAA

            	
              (2)

            	
              $
                390,393,574.01

            	
              December
                2036

            
	
              I-LTA1

            	
              (2)

            	
              $   
                 1,665,200.00

            	
              December
                2036

            
	
              I-LTA2A

            	
              (2)

            	
              $      
                 830,945.00

            	
              December
                2036

            
	
              I-LTA2B

            	
              (2)

            	
              $      
                 482,115.00

            	
              December
                2036

            
	
              I-LTA2C

            	
              (2)

            	
              $      
                 101,065.00

            	
              December
                2036

            
	
              I-LTM1

            	
              (2)

            	
              $      
                 135,440.00

            	
              December
                2036

            
	
              I-LTM2

            	
              (2)

            	
              $      
                 189,225.00

            	
              December
                2036

            
	
              I-LTM3

            	
              (2)

            	
              $        
                 65,725.00

            	
              December
                2036

            
	
              I-LTM4

            	
              (2)

            	
              $        
                 63,740.00

            	
              December
                2036

            
	
              I-LTM5

            	
              (2)

            	
              $        
                 63,740.00

            	
              December
                2036

            
	
              I-LTM6

            	
              (2)

            	
              $        
                 21,910.00

            	
              December
                2036

            
	
              I-LTM7

            	
              (2)

            	
              $        
                 77,675.00

            	
              December
                2036

            
	
              I-LTM8

            	
              (2)

            	
              $        
                 39,835.00

            	
              December
                2036

            
	
              I-LTM9

            	
              (2)

            	
              $        
                 47,805.00

            	
              December
                2036

            
	
              I-LTM10

            	
              (2)

            	
              $        
                 51,790.00

            	
              December
                2036

            
	
              I-LTM11

            	
              (2)

            	
              $        
                 23,905.00

            	
              December
                2036

            
	
              I-LTZZ

            	
              (2)

            	
              $   
                 4,107,100.80

            	
              December
                2036

            
	
              I-LTP

            	
              (2)

            	
              $             
                 100.00

            	
              December
                2036

            
	
              I-LT1SUB

            	
              (2)

            	
              $          
                 9,780.17

            	
              December
                2036

            
	
              I-LT1GRP

            	
              (2)

            	
              $        
                 43,084.18

            	
              December
                2036

            
	
              I-LT2SUB

            	
              (2)

            	
              $          
                 8,305.49

            	
              December
                2036

            
	
              I-LT2GRP

            	
              (2)

            	
              $        
                 36,587.99

            	
              December
                2036

            
	
              I-LTXX

            	
              (2)

            	
              $
                398,263,031.98

            	
              December
                2036

            


    

    _______________

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

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

    


    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC I Regular Interests as a REMIC for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC II.” The Class R-II Interest will evidence the sole class of “residual
      interests” in REMIC II for purposes of the REMIC Provisions under federal income
      tax law. The following table irrevocably sets forth the designation, the
      Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
      for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for the indicated Classes of Certificates and
      the Class CE Interest and the Class P Interest, which are
      uncertificated.

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                A-1

            	
              Variable(2)

            	
              $
                333,040,000.00

            	
              December
                2036

            
	
              Class
                A-2A

            	
              Variable(2)

            	
              $
                166,189,000.00

            	
              December
                2036

            
	
              Class
                A-2B

            	
              Variable(2)

            	
              $ 
                 96,423,000.00

            	
              December
                2036

            
	
              Class
                A-2C

            	
              Variable(2)

            	
              $ 
                 20,213,000.00

            	
              December
                2036

            
	
              Class
                M-1

            	
              Variable(2)

            	
              $ 
                 27,088,000.00

            	
              December
                2036

            
	
              Class
                M-2

            	
              Variable(2)

            	
              $ 
                 37,845,000.00

            	
              December
                2036

            
	
              Class
                M-3

            	
              Variable(2)

            	
              $ 
                 13,145,000.00

            	
              December
                2036

            
	
              Class
                M-4

            	
              Variable(2)

            	
              $ 
                 12,748,000.00

            	
              December
                2036

            
	
              Class
                M-5

            	
              Variable(2)

            	
              $ 
                 12,748,000.00

            	
              December
                2036

            
	
              Class
                M-6

            	
              Variable(2)

            	
              $   
                 4,382,000.00

            	
              December
                2036

            
	
              Class
                M-7

            	
              Variable(2)

            	
              $ 
                 15,535,000.00

            	
              December
                2036

            
	
              Class
                M-8

            	
              Variable(2)

            	
              $   
                 7,967,000.00

            	
              December
                2036

            
	
              Class
                M-9

            	
              Variable(2)

            	
              $   
                 9,561,000.00

            	
              December
                2036

            
	
              Class
                M-10

            	
              Variable(2)

            	
              $ 
                 10,358,000.00

            	
              December
                2036

            
	
              Class
                M-11

            	
              Variable(2)

            	
              $   
                 4,781,000.00

            	
              December
                2036

            
	
              Class
                CE Interest

            	
              Variable(3)

            	
              $ 
                 24,698,579.62

            	
              December
                2036

            
	
              Class
                P Interest

            	
              N/A(4)

            	
              $               100.00

            	
              December
                2036

            


    

    _______________

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

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

    (3) The
      Class
      CE Interest will accrue interest at their variable Pass-Through Rate on the
      Notional Amount of the Class CE Interest outstanding from time to time which
      shall equal the aggregate Uncertificated Balance of the REMIC I Regular
      Interests (other than REMIC I Regular Interest I-LTP). The Class CE Interest
      will not accrue interest on their Certificate Principal Balance.

    (4) The
      Class
      P Interest will not accrue interest.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      III

    


    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Class CE Interest as a REMIC for federal income
      tax
      purposes, and such pool of assets will be designated as “REMIC III.” The Class
      R-III Interest will evidence the sole class of “residual interests” in REMIC III
      for purposes of the REMIC Provisions under federal income tax law. The following
      table irrevocably sets forth the designation, the Pass-Through Rate, the initial
      aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated Class of Certificates.

     

    


    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                CE Certificates

            	
              Variable(2)

            	
              $
                24,698,579.62

            	
              December
                2036

            


    

    _______________

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

    (2) The
      Class
      CE Certificates will receive 100% of amounts received in respect of the Class
      CE
      Interest. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      IV

    


    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Class P Interest as a REMIC for federal income
      tax
      purposes, and such pool of assets will be designated as “REMIC IV.” The Class
      R-IV Interest will evidence the sole class of “residual interests” in REMIC IV
      for purposes of the REMIC Provisions under federal income tax law. The following
      table irrevocably sets forth the designation, the Pass-Through Rate, the initial
      aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated Classes of Certificates.

     

    


    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                P Certificates

            	
              Variable(2)

            	
              $
                100.00

            	
              December
                2036

            


    

    _______________

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

    (2) The
      Class
      P Certificates will receive 100% of amounts received in respect of the Class
      P
      Interest.

     

    As
      of the
      Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
      Balance equal to $430,841,752.86 and the Group II Mortgage Loans had an
      aggregate Stated Principal Balance equal to $365,879,926.76.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      I

     

    DEFINITIONS

     

    
      	SECTION
              1.01  	
              Defined
                Terms.

            


    

     

    Whenever
      used in this Agreement, including, without limitation, in the Preliminary
      Statement hereto, the following words and phrases, unless the context otherwise
      requires, shall have the meanings specified in this Article. Unless otherwise
      specified, all calculations described herein shall be made on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    “Adjustable-Rate
      Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
      Schedule as having a Mortgage Rate that is subject to adjustment.

     

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

     

    “Affiliate”:
      With respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise and the terms “controlling” and “controlled” have meanings correlative
      to the foregoing.

     

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

     

    “Allocated
      Realized Loss Amount”: With respect to any Distribution Date and any Class of
      Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to
      such
      Class of Certificates on such Distribution Date and (ii) the amount of any
      Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
      from the previous Distribution Date minus (y) the amount of the increase in
      the
      Certificate Principal Balance of such Class due to the receipt of Subsequent
      Recoveries as provided in Section 4.01.

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form (excepting therefrom, if applicable, recording information
      which
      has not been returned by the applicable recording office), which is sufficient
      under the laws of the jurisdiction wherein the related Mortgaged Property is
      located to reflect the record of sale of the Mortgage.

     

    “Assignment
      Agreement”: The
      agreement among the Depositor, the Sponsor and the Originator regarding the
      transfer of the Mortgage Loans by the Sponsor to or at the direction of the
      Depositor, substantially in the form of
      Exhibit
      D annexed hereto.

     

    “Available
      Distribution Amount”: With respect to any Distribution Date, an amount equal to
      the excess of (i) the sum of (a) the aggregate of the Monthly Payments due
      during the Due Period relating to such Distribution Date and received by the
      Servicer (or by a Sub-Servicer on its behalf) on or prior to the related
      Determination Date, after deduction of the Servicing Fee and the Credit Risk
      Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance
      Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions
      for Mortgage Loans, Subsequent Recoveries and other unscheduled payments of
      principal and interest in respect of the Mortgage Loans or REO Properties
      received by the Servicer during the related Prepayment Period (exclusive of
      any
      Prepayment Interest Excess), (c) the aggregate of any amounts on deposit in
      the
      Distribution Account representing Compensating Interest Payments paid by the
      Servicer in respect of Prepayment Interest Shortfalls relating to Principal
      Prepayments that occurred during the related Prepayment Period, (d) the
      aggregate of any P&I Advances made by the Servicer for such Distribution
      Date and (e) Prepayment Charges received and Servicer Prepayment Charge Payment
      Amounts paid in respect of Mortgage Loans with respect to which a Principal
      Prepayment occurred during the related Prepayment Period and any amounts
      received from the Sponsor as contemplated in Section 2.03(b) in respect of
      any
      Principal Prepayment that occurred during or prior to the related Prepayment
      Period over (ii) the sum of (a) amounts reimbursable to the Servicer, the
      Trustee, the Trust Administrator or the Custodian pursuant to Section 6.03
      or
      Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund
      Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
      through (i)(d) above deposited in the Collection Account or the Distribution
      Account in respect of the items set forth in clauses (i)(a) through (i)(d)
      above
      in error and (c) without duplication, any amounts in respect of the items set
      forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the
      Servicer or to be withdrawn by the Servicer from the Collection Account pursuant
      to Section 3.18.

     

    “Balloon
      Mortgage Loan”: A fixed-rate Mortgage Loan that provides for the payment of the
      unamortized Stated Principal Balance of such Mortgage Loan in a single payment
      at the maturity of such fixed-rate Mortgage Loan that is substantially greater
      than the preceding monthly payment.

     

    “Balloon
      Payment”: A payment of the unamortized Stated Principal Balance of a fixed-rate
      Mortgage Loan in a single payment at the maturity of such fixed-rate Mortgage
      Loan that is substantially greater than the preceding Monthly
      Payment.

     

    “Bankruptcy
      Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
      as amended.

     

    “Bankruptcy
      Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
      Deficient Valuation or Debt Service Reduction.

     

    “Book-Entry
      Certificate”: Any Certificate registered in the name of the Depository or its
      nominee. Initially, the Book-Entry Certificates will be the Class A Certificates
      and the Mezzanine Certificates.

     

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

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the State of New York, the State of Missouri,
      the State of Iowa, the State of California, or in the city in which the
      Corporate Trust Office of the Trustee or the Corporate Trust Office of the
      Trust
      Administrator is located, are authorized or obligated by law or executive order
      to be closed.

     

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

     

    “Cap
      Administration Agreement”: As defined in Section 4.01.

     

    “Cap
      Administrator”: Citibank, N.A.

     

    “Cap
      Trust”: A separate trust, the sole asset of which is the Interest Rate Cap
      Agreement.

     

    “Cap
      Trustee”: Citibank, N.A.

     

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

     

    “Certificate”:
      Any one of the Citigroup Mortgage Loan Trust 2007-AHL1, Asset-Backed
      Pass-Through Certificates, Series 2007-AHL1, issued under this
      Agreement.

     

    “Certificate
      Factor”: With respect to any Class of Certificates as of any Distribution Date,
      a fraction, expressed as a decimal carried to six places, the numerator of
      which
      is the aggregate Certificate Principal Balance (or the Notional Amount, in
      the
      case of the Class CE Certificates) of such Class of Certificates on such
      Distribution Date (after giving effect to any distributions of principal and
      allocations of Realized Losses and Extraordinary Trust Fund Expenses in
      reduction of the Certificate Principal Balance (or the Notional Amount, in
      the
      case of the Class CE Certificates) of such Class of Certificates to be made
      on
      such Distribution Date), and the denominator of which is the initial aggregate
      Certificate Principal Balance (or the Notional Amount, in the case of the Class
      CE Certificates) of such Class of Certificates as of the Closing
      Date.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or a Non-United
      States Person shall not be a Holder of a Residual Certificate for any purposes
      hereof and, solely for the purposes of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor or the
      Servicer or any Affiliate thereof shall be deemed not to be outstanding and
      the
      Voting Rights to which it is entitled shall not be taken into account in
      determining whether the requisite percentage of Voting Rights necessary to
      effect any such consent has been obtained, except as otherwise provided in
      Section 11.01. The Trustee and the Trust Administrator may conclusively rely
      upon a certificate of the Depositor or the Servicer in determining whether
      a
      Certificate is held by an Affiliate thereof. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they
      may indirectly exercise such rights through the Depository and participating
      members thereof, except as otherwise specified herein; provided, however, that
      the Trustee and the Trust Administrator shall be required to recognize as a
      “Holder” or “Certificateholder” only the Person in whose name a Certificate is
      registered in the Certificate Register.

     

    “Certificate
      Margin”: With respect to the Floating Rate Certificates and for purposes of the
      Marker Rate and the Maximum I-LTZZ Uncertificated Interest Deferral Amount,
      the
      specified REMIC I Regular Interest as follows:

     

    
      	
              Class

            	
              REMIC
                I Regular Interest

            	
              Certificate
                Margin

            
	 	 	
              (1)
                (%)

            	
              (2)
                (%)

            
	
              A-1

            	
              I-LTA1

            	
              0.140%

            	
              0.280%

            
	
              A-2A

            	
              I-LTA2A

            	
              0.040%

            	
              0.080%

            
	
              A-2B

            	
              I-LTA2B

            	
              0.140%

            	
              0.280%

            
	
              A-2C

            	
              I-LTA2C

            	
              0.210%

            	
              0.420%

            
	
              M-1

            	
              I-LTM1

            	
              0.250%

            	
              0.375%

            
	
              M-2

            	
              I-LTM1

            	
              0.270%

            	
              0.405%

            
	
              M-3

            	
              I-LTM3

            	
              0.300%

            	
              0.450%

            
	
              M-4

            	
              I-LTM4

            	
              0.350%

            	
              0.525%

            
	
              M-5

            	
              I-LTM5

            	
              0.370%

            	
              0.555%

            
	
              M-6

            	
              I-LTM6

            	
              0.430%

            	
              0.645%

            
	
              M-7

            	
              I-LTM7

            	
              0.800%

            	
              1.200%

            
	
              M-8

            	
              I-LTM8

            	
              1.150%

            	
              1.725%

            
	
              M-9

            	
              I-LTM9

            	
              2.250%

            	
              3.375%

            
	
              M-10

            	
              I-LTM10

            	
              2.500%

            	
              3.750%

            
	
              M-11

            	
              I-LTM11

            	
              2.500%

            	
              3.750%

            


    

    __________

    (1) For
      each
      Interest Accrual Period for each Distribution Date on or prior to the Optional
      Termination Date.

    (2) For
      each
      other Interest Accrual Period.

     

    “Certificate
      Owner”: With respect to a Book-Entry Certificate, the Person who is the
      beneficial owner of such Certificate as reflected on the books of the Depository
      or on the books of a Depository Participant or on the books of an indirect
      participating brokerage firm for which a Depository Participant acts as
      agent.

     

    “Certificate
      Principal Balance”: With respect to each Class A Certificate, Mezzanine
      Certificate or Class P Certificate as of any date of determination, the
      Certificate Principal Balance of such Certificate on the Distribution Date
      immediately prior to such date of determination plus any Subsequent Recoveries
      added to the Certificate Principal Balance of such Certificate pursuant to
      Section 4.01, minus all distributions allocable to principal made thereon and,
      in the case of the Mezzanine Certificates, Realized Losses allocated thereto
      on
      such immediately prior Distribution Date (or, in the case of any date of
      determination up to and including the first Distribution Date, the initial
      Certificate Principal Balance of such Certificate, as stated on the face
      thereof). With respect to the Class CE Certificates as of any date of
      determination, an amount equal to the Percentage Interest evidenced by such
      Certificate times the excess, if any, of (A) the then aggregate Uncertificated
      Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
      Principal Balance of the Class A Certificates, the Mezzanine Certificates and
      the Class P Certificates then outstanding.

     

    “Certificate
      Register” and “Certificate Registrar”: The register maintained pursuant to
      Section 5.02. Citibank, N.A. will act as Certificate Registrar, for so long
      as
      it is Trust Administrator under this Agreement.

     

    “Citibank”:
      Citibank, N.A. 

     

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

     

    “Class
      A-1 Certificates”: Any one of the Class A-1 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes
      of the REMIC Provisions.

     

    “Class
      A-2A Certificates”: Any one of the Class A-2A Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC
      II
      for purposes of the REMIC Provisions.

     

    “Class
      A-2B Certificates”: Any one of the Class A-2B Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC
      II
      for purposes of the REMIC Provisions.

     

    “Class
      A-2C Certificates”: Any one of the Class A-2C Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC
      II
      for purposes of the REMIC Provisions.

     

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

     

    “Class
      CE
      Certificate”: Any one of the Class CE Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-16 and evidencing a Regular Interest in REMIC III for purposes
      of
      the REMIC Provisions.

     

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

     

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

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date) and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
      of (A) the product of (i) approximately 61.40% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC II for purposes
      of the REMIC Provisions.

     

    “Class
      M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date) and (iii) the Certificate Principal Balance of the Class
      M-2
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 70.90% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC II for purposes
      of the REMIC Provisions.

     

    “Class
      M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date) and (iv) the Certificate Principal Balance of the Class
      M-3
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 74.20% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC II for purposes
      of the REMIC Provisions.

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 77.40% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC II for purposes
      of the REMIC Provisions.

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date) and (vi) the Certificate Principal Balance of the Class
      M-5
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 80.60% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC II for
      purposes of the REMIC Provisions.

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distributions of the Senior Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date) and (vii) the Certificate Principal Balance of the Class
      M-6
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 81.70% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC II for
      purposes of the REMIC Provisions.

     

    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date) and (viii) the Certificate Principal Balance of the Class
      M-7
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 85.60% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC II for
      purposes of the REMIC Provisions.

     

    “Class
      M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date) and (viii) the Certificate Principal Balance of the Class
      M-8
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 87.60% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC II for
      purposes of the REMIC Provisions.

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-8 Principal Distribution Amount on
      such
      Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 90.00% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-10 Certificate”: Any one of the Class M-10 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC
      II for purposes of the REMIC Provisions.

     

    “Class
      M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-8 Principal Distribution Amount on
      such
      Distribution Date), (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-9 Principal Distribution Amount on
      such
      Distribution Date) and (xi) the Certificate Principal Balance of the Class
      M-10
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 92.60% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-11 Certificate”: Any one of the Class M-11 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in REMIC
      II for purposes of the REMIC Provisions.

     

    “Class
      M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-8 Principal Distribution Amount on
      such
      Distribution Date), (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-9 Principal Distribution Amount on
      such
      Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-10 Principal Distribution Amount on
      such
      Distribution Date) and (xii) the Certificate Principal Balance of the Class
      M-11
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 93.80% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-17 and evidencing a Regular Interest in REMIC IV for purposes
      of
      the REMIC Provisions.

     

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

     

    “Class
      R
      Certificate”: Any one of the Class R Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-18 and evidencing the ownership of the Class R-I Interest and
      the
      Class R-II Interest.

     

    “Class
      R-X Certificate”: Any one of the Class R-X Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-19 and evidencing the ownership of the Class R-III Interest
      and the Class R-IV Interest.

     

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

     

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

     

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

     

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

     

    “Closing
      Date”: February 28, 2007.

     

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

     

    “Collection
      Account”: The account or accounts created and maintained, or caused to be
      created and maintained, by the Servicer pursuant to Section 3.10(a), which
      shall
      be titled “Wells Fargo Bank, N.A., as Servicer for U.S. Bank National
      Association, as Trustee, in trust for the registered holders of Citigroup
      Mortgage Loan Trust 2007-AHL1, Asset-Backed Pass-Through Certificates, Series
      2007-AHL1, Mortgage Pass-Through Certificates.”
      The
      Collection Account must be an Eligible Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

    “Compensating
      Interest Payment”: With respect to any Distribution Date and the Mortgage Loans
      for which a Principal Prepayment in full or in part was received during the
      related Prepayment Period, an amount equal to the lesser of (A) the aggregate
      of
      the Prepayment Interest Shortfalls for the related Distribution Date and
(B)
      the
      aggregate Servicing Fee received
      in the related Due Period.

     

    “Corresponding
      Certificate”: With respect to each REMIC I Regular Interest, the Class of
      Regular Certificates listed below:

     

    
      	
              REMIC
                I Regular Interest

               

            	
              Class

               

            
	
              I-LTA1

            	
              Class
                A-1

            
	
              I-LTA2A

            	
              Class
                A-2A

            
	
              I-LTA2B

            	
              Class
                A-2B

            
	
              I-LTA2C

            	
              Class
                A-2C

            
	
              I-LTM1

            	
              Class
                M-1

            
	
              I-LTM2

            	
              Class
                M-2

            
	
              I-LTM3

            	
              Class
                M-3

            
	
              I-LTM4

            	
              Class
                M-4

            
	
              I-LTM5

            	
              Class
                M-5

            
	
              I-LTM6

            	
              Class
                M-6

            
	
              I-LTM7

            	
              Class
                M-7

            
	
              I-LTM8

            	
              Class
                M-8

            
	
              I-LTM9

            	
              Class
                M-9

            
	
              I-LTM10

            	
              Class
                M-10

            
	
              I-LTM11

            	
              Class
                M-11

            
	
              I-LTP

            	
              Class
                P

            


    

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the Trust
      Administrator at which at any particular time its corporate trust business
      in
      connection with this Agreement shall be administered, which office, with respect
      to the Trust Administrator, at the date of the execution of this instrument
      is
      located at 388 Greenwich, 14th
      Floor,
      New York New York 10013, or such other address as the Trust Administrator may
      designate from time to time by notice to the Certificateholders, the Depositor,
      the Servicer and the Trustee and, with respect to the Trustee, at the date
      of
      the execution of this instrument is located at One Federal Street, Boston,
      Massachusetts 02110, Attention: Structured Finance/CMLTI 2007-AHL1, or such
      other address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Servicer and the Trust
      Administrator.

     

    “Credit
      Risk Manager”: Pentalpha Surveillance LLC, and its successors and
      assigns.

     

    “Credit
      Risk Management Agreement”: The agreement between the Credit Risk Manager and
      the Servicer regarding the loss mitigation and advisory services to be provided
      by the Credit Risk Manager. 

     

    “Credit
      Risk Manager Fee”: With respect to any Distribution Date, an amount equal to the
      Credit Risk Manager Fee Rate accrued for one month on the aggregate Stated
      Principal Balance of the Mortgage Loans as of the first day of the related
      Due
      Period.

     

    “Credit
      Risk Manager Fee Rate”: 0.01625% per annum; provided, however, the aggregate fee
      paid to the Credit Risk Manager shall not be less than $2,500 on any
      Distribution Date. 

     

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

     

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

     

    “Cut-off
      Date”: With respect to each Original Mortgage Loan, February 1, 2007. With
      respect to all Qualified Substitute Mortgage Loans, their respective dates
      of
      substitution. References herein to the “Cut-off Date,” when used with respect to
      more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
      Mortgage Loans.

     

    “DBRS”:
      Dominion Bond Ratings Service, or its successor in interest.

     

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

     

    “Deficient
      Valuation”: With respect to any Mortgage Loan, a valuation of the related
      Mortgaged Property by a court of competent jurisdiction in an amount less than
      the then outstanding Stated Principal Balance of the Mortgage Loan, which
      valuation results from a proceeding initiated under the Bankruptcy
      Code.

     

    “Definitive
      Certificates”: As defined in Section 5.01(b).

     

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

     

    “Delinquency
      Percentage”: As of the last day of the related Due Period, the percentage
      equivalent of a fraction, the numerator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans that, as of the last day of the previous
      calendar month, are 60 or more days delinquent, are in foreclosure, have been
      converted to REO Properties or in bankruptcy (and delinquent 60 days or more),
      and the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans and REO Properties as of the last day of the previous calendar
      month.

     

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

     

    “Depository”:
      The Depository Trust Company, or any successor Depository hereafter named.
      The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is CEDE & Co. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
      agency” registered pursuant to the provisions of Section 17A of the 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 (P-1 by Moody’s, R-1 by DBRS and A-1 by S&P) by the
      Rating Agencies (or a comparable rating if S&P, Moody’s and DBRS are not the
      Rating Agencies).

     

    “Depository
      Participant”: A broker, dealer, bank or other financial institution or other
      Person for whom from time to time a Depository effects book-entry transfers
      and
      pledges of securities deposited with the Depository.

     

    “Determination
      Date”: With
      respect to each Distribution Date, the 17th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      17th
      day is
      not a Business Day, the Business Day immediately preceding such 17th
      day.


     

    “Directly
      Operate”: With respect to any REO Property, the furnishing or rendering of
      services to the tenants thereof, the management or operation of such REO
      Property, the holding of such REO Property primarily for sale to customers,
      the
      performance of any construction work thereon or any use of such REO Property
      in
      a trade or business conducted by REMIC I, other than through an Independent
      Contractor; provided, however, that the Trustee (or the Servicer on behalf
      of
      the Trustee) shall not be considered to Directly Operate an REO Property solely
      because the Trustee (or the Servicer on behalf of the Trustee) establishes
      rental terms, chooses tenants, enters into or renews leases, deals with taxes
      and insurance, or makes decisions as to repairs or capital expenditures with
      respect to such REO Property.

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for Freddie Mac, a majority of its board of directors is not selected by such
      governmental unit), (ii) any foreign government, any international organization,
      or any agency or instrumentality of any of the foregoing, (iii) any organization
      (other than certain farmers’ cooperatives described in Section 521 of the Code)
      which is exempt from the tax imposed by Chapter 1 of the Code (including the
      tax
      imposed by Section 511 of the Code on unrelated business taxable income), (iv)
      rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
      of
      the Code, (v) an “electing large partnership” within the meaning of Section 775
      of the Code and (vi) any other Person so designated by the Trustee or Trust
      Administrator based upon an Opinion of Counsel that the holding of an Ownership
      Interest in a Residual Certificate by such Person may cause any REMIC or any
      Person having an Ownership Interest in any Class of Certificates (other than
      such Person) to incur a liability for any federal tax imposed under the Code
      that would not otherwise be imposed but for the Transfer of an Ownership
      Interest in a Residual Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions.

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Trust
      Administrator pursuant to Section 3.10(b) which shall be entitled “Citibank,
      N.A., as Trust Administrator for U.S. Bank National Association as Trustee,
      in
      trust for the registered holders of Citigroup Mortgage Loan Trust 2007-AHL1,
      Asset-Backed Pass-Through Certificates, Series 2007-AHL1.” 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 March
      2007.

     

    “DOL”:
      The United States Department of Labor or any successor in interest.

     

    “DOL
      Regulations”: The regulations promulgated by the DOL at 29
      C.F.R.ss.2510.3-101.

     

    “Due
      Date”: With respect to each Distribution Date, the first day of the calendar
      month in which such Distribution Date occurs, which is the day of the month
      on
      which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
      of
      grace.

     

    “Due
      Period”: With respect to any Distribution Date, the period commencing on the
      second day of the calendar month preceding the calendar month in which such
      Distribution Date occurs and ending on the related Due Date.

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC, (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 or (iv) an account otherwise acceptable
      to each Rating Agency without reduction or withdrawal of their then current
      ratings of the Certificates as evidenced by a letter from each Rating Agency
      to
      the Trustee and Trust Administrator. Eligible Accounts may bear
      interest.

     

    “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
      Overcollateralized Amount”: With respect to the Class A Certificates and the
      Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
      the
      Overcollateralized Amount for such Distribution Date (calculated for this
      purpose only after assuming that 100% of the Principal Remittance Amount on
      such
      Distribution Date has been distributed) over (ii) the Overcollateralization
      Target Amount for such Distribution Date.

     

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

     

    “Expense
      Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the
      related REO Property) as of any date of determination, a per annum rate of
      interest equal to the then applicable Maximum Mortgage Rate (or Mortgage Rate,
      in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus the
      sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
      Rate.

     

    “Expense
      Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
      Property) as of any date of determination, a per annum rate of interest equal
      to
      the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the
      (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
      Rate.

     

    “Extraordinary
      Trust Fund Expenses”: Any amounts reimbursable to the Servicer, the Depositor or
      the Credit Risk Manager pursuant to Section 6.03, any amounts payable from
      the
      Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii),
      any
      amounts reimbursable to the Trustee, the Trust Administrator or the Custodian
      from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other
      costs, expenses, liabilities and losses borne by the Trust Fund (exclusive
      of
      any cost, expense, liability or loss that is specific to a particular Mortgage
      Loan or REO Property and is taken into account in calculating a Realized Loss
      in
      respect thereof) for which the Trust Fund has not and, in the reasonable good
      faith judgment of the Trust Administrator, shall not, obtain reimbursement
      or
      indemnification from any other Person.

     

    “Fannie
      Mae”: Fannie Mae, formerly known as the Federal National Mortgage Association,
      or any successor thereto.

     

    “FDIC”:
      Federal Deposit Insurance Corporation or any successor thereto.

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by the
      Originator, the Sponsor, the Depositor or the Servicer pursuant to or as
      contemplated by Section 2.03 or Section 9.01), a determination made by the
      Servicer that all Liquidation Proceeds have been recovered. The Servicer shall
      maintain records of each Final Recovery Determination made thereby.

     

    “Floating
      Rate Certificates”: The Class A Certificates and the Mezzanine
      Certificates.

     

    “Formula
      Rate”: With
      respect to any Distribution Date and each Class of Floating Rate Certificates,
      the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
      the related Maximum Cap Rate.

     

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

     

    “Gross
      Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
      percentage set forth in the related Mortgage Note that is added to the Index
      on
      each Adjustment Date in accordance with the terms of the related Mortgage Note
      used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
      Loan.

     

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

     

    “Group
      I
      Certificates”: The Class A-1 Certificates.

     

    “Group
      I
      Interest Remittance Amount”: For any Distribution Date, that portion of the
      Available Distribution Amount for the related Distribution Date that represents
      interest received or advanced on the Group I Mortgage Loans and Compensating
      Interest Payments on the Group I Mortgage Loans (net of Servicing Fees and
      Credit Risk Manager Fees).

     

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

     

    “Group
      I
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of each Monthly Payment due on the Group I Mortgage
      Loans during the related Due Period, whether or not received on or prior to
      the
      related Determination Date; (ii) the Stated Principal Balance of any Group
      I
      Mortgage Loan that was purchased during the related Prepayment Period pursuant
      to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
      shortfall deposited in the Collection Account in connection with the
      substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
      related Prepayment Period; (iii) the principal portion of all other unscheduled
      collections (including, without limitation, Principal Prepayments, Insurance
      Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
      Amortization) received on the Group I Mortgage Loans during the related
      Prepayment Period, net of any portion thereof that represents a recovery of
      principal for which an Advance was made by the Servicer pursuant to Section
      4.03
      in respect of a preceding Distribution Date and (iv) the Group I Allocation
      Percentage of any Overcollateralization Increase Amount for such Distribution
      Date minus (v) the Group I Allocation Percentage of any Overcollateralization
      Reduction Amount for such Distribution Date. In no event will the Principal
      Distribution Amount with respect to any Distribution Date be (x) less than
      zero
      or (y) greater than the then outstanding aggregate Certificate Principal Balance
      of the Floating Rate Certificates.

     

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

     

    “Group
      I
      Senior Principal Distribution Amount”: With respect to any Distribution Date,
      the excess of (x) the aggregate Certificate Principal Balance of the Group
      I
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 54.60% and (ii) the aggregate Stated
      Principal Balance of the Group I Mortgage Loans as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
      of
      the Group I Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) over 0.50% of the
      aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
      Cut-off Date.

     

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

     

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


     

    “Group
      II
      Interest Remittance Amount”: For any Distribution Date, that portion of the
      Available Distribution Amount for the related Distribution Date that represents
      interest received or advanced on the Group II Mortgage Loans and Compensating
      Interest Payments on the Group II Mortgage Loans (net of Servicing Fees and
      Credit Risk Manager Fees).

     

    “Group
      II
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All Group II Mortgage
      Loans have a principal balance at origination that may or may not conform to
      Fannie Mae loan limits.

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of each Monthly Payment due on the Group II
      Mortgage Loans during the related Due Period, whether or not received on or
      prior to the related Determination Date; (ii) the Stated Principal Balance
      of
      any Group II Mortgage Loan that was purchased during the related Prepayment
      Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the
      amount of any shortfall deposited in the Collection Account in connection with
      the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during
      the
      related Prepayment Period; (iii) the principal portion of all other unscheduled
      collections (including, without limitation, Principal Prepayments, Insurance
      Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
      Amortization) received on the Group II Mortgage Loans during the related
      Prepayment Period, net of any portion thereof that represents a recovery of
      principal for which an Advance was made by the Servicer pursuant to Section
      4.03
      in respect of a preceding Distribution Date and (iv) the Group II Allocation
      Percentage of any Overcollateralization Increase Amount for such Distribution
      Date minus (v) the Group II Allocation Percentage of any Overcollateralization
      Reduction Amount for such Distribution Date. In no event will the Principal
      Distribution Amount with respect to any Distribution Date be (x) less than
      zero
      or (y) greater than the then outstanding aggregate Certificate Principal Balance
      of the Floating Rate Certificates.

     

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

     

    “Group
      II
      Senior Principal Distribution Amount”: With respect to any Distribution Date,
      the excess of (x) the aggregate Certificate Principal Balance of the Group
      II
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 54.60% and (ii) the aggregate Stated
      Principal Balance of the Group II Mortgage Loans as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
      of
      the Group II Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) over 0.50% of the
      aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
      Cut-off Date.

     

    “Highest
      Priority”: As of any date of determination, the Class of Mezzanine Certificates
      then outstanding with a Certificate Principal Balance greater than zero, with
      the highest priority for payments pursuant to Section 4.01, in the following
      order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Interest
      Determination Date”: With respect to the Floating Rate Certificates and for
      purposes of the definition of Marker Rate and Maximum I-LTZZ Uncertificated
      Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC I Regular
      Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
      I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
      REMIC
      I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
      Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
      I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
      I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTM11, and any
      Interest Accrual Period therefor, the second London Business Day preceding
      the
      commencement of such Interest Accrual Period.

     

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

     

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

     

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

     

    “Interest
      Rate Cap Provider”: The cap provider under the Interest Rate Cap Agreement.
      Initially, the Interest Rate Cap Provider shall be Swiss Re Financial Products
      Corporation.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Marker
      Rate”: With respect to the Class CE Interest and any Distribution Date, a per
      annum rate equal to two (2) times the weighted average of the REMIC I Remittance
      Rate for REMIC
      I
      Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
      Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
      I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
      I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
      Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
      I
      Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
      Interest I-LTM10, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest
      I-LTZZ, with the rate on each such REMIC I Regular Interest (other than REMIC
      I
      Regular Interest I-LTZZ) subject to a cap equal to the lesser of (i) One-Month
      LIBOR plus the related Certificate Margin for the related Corresponding
      Certificate and (ii) the related Net WAC Pass-Through Rate for the related
      Corresponding Certificate for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC I Regular Interest I-LTZZ subject
      to a cap of zero for the purpose of this calculation; provided, however, each
      such cap shall be multiplied by a fraction, the numerator of which is the actual
      number of days elapsed in the related Interest Accrual Period and the
      denominator of which is 30.

     

    “Master
      Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement,
      between the Originator and the Sponsor.

     

    “Maximum
      Cap Rate”: For any Distribution Date with respect to the Group I Certificates,
      the sum of (A) a per annum rate equal to the product of (x) the weighted average
      of the Expense Adjusted Maximum Mortgage Rates of the Group I Mortgage Loans,
      weighted on the basis of the outstanding Stated Principal Balances of the Group
      I Mortgage Loans as of the first day of the related Due Period (adjusted to
      reflect unscheduled principal payments made thereafter during the Prepayment
      Period that includes such first day) and (y) a fraction, the numerator of which
      is 30 and the denominator of which is the actual number of days elapsed in
      the
      related Interest Accrual Period and (B) a per annum rate equal to the product
      of
      (x) the payment made by the Interest Rate Cap Provider divided by the aggregate
      Stated Principal Balance of the Mortgage Loans as of the first day of the
      related Due Period (adjusted to reflect unscheduled principal payments made
      thereafter during the Prepayment Period that includes such first day) and (y)
      12.

     

    For
      any
      Distribution Date with respect to the Group II Certificates, the sum of (A)
      a
      per annum rate equal to the product of (x) the weighted average of the Expense
      Adjusted Maximum Mortgage Rates of the Group II Mortgage Loans, weighted on
      the
      basis of the outstanding Stated Principal Balances of the Group II Mortgage
      Loans as of the first day of the related Due Period (adjusted to reflect
      unscheduled principal payments made thereafter during the Prepayment Period
      that
      includes such first day) and (y) a fraction, the numerator of which is 30 and
      the denominator of which is the actual number of days elapsed in the related
      Interest Accrual Period and (B) a per annum rate equal to the product of (x)
      the
      payment made by the Interest Rate Cap Provider divided by the aggregate Stated
      Principal Balance of the Mortgage Loans as of the first day of the related
      Due
      Period (adjusted to reflect unscheduled principal payments made thereafter
      during the Prepayment Period that includes such first day) and (y)
      12.

     

    For
      any
      Distribution Date with respect to the Mezzanine Certificates, a per annum rate
      equal to the weighted average (weighted on the basis of the results of
      subtracting from the aggregate Stated Principal Balance of the applicable Loan
      Group as of the first day of the related Due Period (adjusted to reflect
      unscheduled principal payments made thereafter during the Prepayment Period
      that
      includes such first day), the current aggregate Certificate Principal Balance
      of
      the related Class A Certificates) of the Maximum Cap Rate for the Group I
      Certificates and the Maximum Cap Rate for the Group II
      Certificates.

     

    “Maximum
      I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
      Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance
      Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution Date
      on
      a balance equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ
      minus the REMIC I Overcollateralized Amount, in each case for such Distribution
      Date, over (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1,
      REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
      Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
      I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
      Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest
      I-LTM11 for such Distribution Date, with the rate on each such REMIC I Regular
      Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the
      related Certificate Margin for the related Corresponding Certificate and (ii)
      the related Net WAC Pass-Through Rate for the related Corresponding Certificate;
      provided, however, each cap shall be multiplied by a fraction, the numerator
      of
      which is the actual number of days elapsed in the related Interest Accrual
      Period and the denominator of which is 30.

     

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

     

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

     

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

     

    “Mezzanine
      Certificates”: Collectively,
      the
      Class M-1 Certificates,
      the
      Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
      Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
      the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10
      Certificates and the Class M-11 Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv)  the
      original months to maturity;

     

    (v)  the
      original date of the mortgage;

     

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

     

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

     

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

     

    (ix)  the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xvii)  the
      Value
      of the Mortgaged Property;

     

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

     

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

     

    (xx)  the
      Servicing Fee Rate;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

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

     

    “Net
      WAC
      Pass-Through Rate”: For any Distribution Date with respect to the Group I
      Certificates, a per annum rate equal to the product of (x) the weighted average
      of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted
      on the basis of the outstanding Stated Principal Balances of the Group I
      Mortgage Loans as of the first day of the related Due Period (adjusted to
      reflect unscheduled principal payments made thereafter during the Prepayment
      Period that includes such first day) and (y) a fraction, the numerator of which
      is 30 and the denominator of which is the actual number of days elapsed in
      the
      related Interest Accrual Period. For federal income tax purposes, the economic
      equivalent of such rate shall be expressed as a per annum rate equal to the
      product of (x) the weighted average of the REMIC I Remittance Rate on REMIC
      I
      Regular Interest I-LT1GRP, weighted on the basis of the Uncertificated Balance
      of such REMIC I Regular Interest and (y) a fraction, the numerator of which
      is
      30 and the denominator of which is the actual number of days elapsed in the
      related Interest Accrual Period.

     

    For
      any
      Distribution Date with respect to the Group II Certificates, a per annum rate
      equal to the product of (x) the weighted average of the Expense Adjusted
      Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the
      outstanding Stated Principal Balances of the Group II Mortgage Loans as of
      the
      first day of the related Due Period (adjusted to reflect unscheduled principal
      payments made thereafter during the Prepayment Period that includes such first
      day) and (y) a fraction, the numerator of which is 30 and the denominator of
      which is the actual number of days elapsed in the related Interest Accrual
      Period. For federal income tax purposes, the economic equivalent of such rate
      shall be expressed as a per annum rate equal to the product of (x) the weighted
      average of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT2GRP,
      weighted on the basis of the Uncertificated Balance of such REMIC I Regular
      Interest and (y) a fraction, the numerator of which is 30 and the denominator
      of
      which is the actual number of days elapsed in the related Interest Accrual
      Period.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “One-Month
      LIBOR”: For purposes of the Marker Rate and Maximum I-LTZZ Uncertificated
      Interest Deferral Amount, REMIC
      I
      Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
      Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
      I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
      I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
      Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
      I-LTM8, REMIC
      I
      Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular
      Interest I-LTM11, and any Interest Accrual Period therefor, the rate determined
      by the Trust Administrator on the related Interest Determination Date on the
      basis of the offered rate for one-month U.S. dollar deposits, as such rate
      appears on Telerate Page 3750, Bloomberg Page BBAM or another page of these
      or
      any other financial reporting service in general use in the financial services
      industry, as of 11:00 a.m. (London time) on such Interest Determination Date;
      provided that if such rate does not appear on Telerate Page 3750, the rate
      for
      such date will be determined on the basis of the offered rates of the Reference
      Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on
      such
      Interest Determination Date. In such event, the Trust Administrator will request
      the principal London office of each of the Reference Banks to provide a
      quotation of its rate. If on such Interest Determination Date, two or more
      Reference Banks provide such offered quotations, One-Month LIBOR for the related
      Interest Accrual Period shall be the arithmetic mean of such offered quotations
      (rounded upwards if necessary to the nearest whole multiple of 1/16%). If on
      such Interest Determination Date, fewer than two Reference Banks provide such
      offered quotations, One-Month LIBOR for the related Interest Accrual Period
      shall be the higher of (i) LIBOR as determined on the previous Interest
      Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the
      foregoing, if, under the priorities described above, LIBOR for an Interest
      Determination Date would be based on LIBOR for the previous Interest
      Determination Date for the third consecutive Interest Determination Date, the
      Trust Administrator, after consultation with the Depositor, shall select an
      alternative comparable index (over which the Trust Administrator has no
      control), used for determining one-month Eurodollar lending rates that is
      calculated and published (or otherwise made available) by an independent
      party.

     

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

     

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

     

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

     

    “Originator”:
      Accredited Home Lenders, Inc. or its successor in interest.

     

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

     

    “Overcollateralization
      Increase Amount”: With respect to any Distribution Date, the lesser of (a) the
      sum of (i) the Net Monthly Excess Cashflow for such Distribution Date and (ii)
      any amounts received under the Interest Rate Cap Agreement for this purpose
      and
      (b) the Overcollateralization Deficiency Amount for such Distribution Date
      (calculated for this purpose only after assuming that 100% of the Principal
      Remittance Amount on such Distribution Date has been distributed).

     

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

     

    “Overcollateralization
      Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
      Date, an amount equal to 3.10% of the aggregate outstanding Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
      Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
      6.20% of the then current aggregate outstanding Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period and (y) 0.50% of
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date,
      or (iii) on or after the Stepdown Date and if a Trigger Event is in effect,
      the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date. Notwithstanding the foregoing, on and after any Distribution Date
      following the reduction of the aggregate Certificate Principal Balance of the
      Floating Rate Certificates to zero, the Overcollateralization Target Amount
      shall be zero.

     

    “Overcollateralized
      Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
      aggregate Stated Principal Balances of the Mortgage Loans and REO Properties
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) over (b) the sum of the aggregate Certificate
      Principal Balance of the Class A Certificates, the Mezzanine Certificates and
      the Class P Certificates after
      giving effect to distributions to be made on such Distribution
      Date.

     

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

     

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

     

    With
      respect to the Class CE Interest and any Distribution Date, a per annum rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC I Regular Interest I-LTP and (ii)
      interest on the Uncertificated Principal Balance of each REMIC I Regular
      Interest listed in clause (y) below at a rate equal to the related REMIC I
      Remittance Rate minus the Marker Rate and the denominator of which is (y) the
      aggregate Uncertificated Balance of REMIC I Regular Interest I-LTAA, REMIC
      I
      Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
      Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
      I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
      I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
      Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
      I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10,
      REMIC
      I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv)  the
      term
      of the related Prepayment Charge;

     

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

     

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

     

    “Prepayment
      Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
      that was the subject of a Principal Prepayment in full during the portion of
      the
      related Prepayment Period commencing on the first day of the calendar month
      in
      which the Distribution Date occurs and ending at the end of the related
      Prepayment Period, an amount equal to interest (to the extent received) at
      the
      applicable Mortgage Rate on the amount of such Principal Prepayment for the
      number of days commencing on the first day of the calendar month in which such
      Distribution Date occurs and ending on the last date through which interest
      is
      collected from the related Mortgagor. The Servicer may withdraw such Prepayment
      Interest Excess from the Collection Account.

     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
      Loan that was during the related Prepayment Period the subject of a voluntary
      Principal Prepayment 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 any Distribution Date and any (i) Principal Prepayments
      in full, the period commencing on the 14th
      day of
      the month preceding the month in which such Distribution Date occurs (or in
      the
      case of the first Distribution Date, commencing on February 1, 2007) and ending
      on the 13th
      day of
      the calendar month in which such Distribution Date occurs and (ii) Principal
      Prepayments in part, the calendar month preceding the month in which such
      Distribution Date occurs. 

     

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

     

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

     

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

     

    “Private
      Certificates”: Any of the Class A-1, Class M-10, Class M-11, Class CE, Class P
      or Residual Certificates.

     

    “Prospectus
      Supplement”: The Prospectus Supplement, dated February 2, 2007, relating to the
      public offering of the Group II Certificates and the Mezzanine Certificates
      (other than the Class M-10 Certificates and the Class M-11
      Certificates).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Regular
      Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
      Certificate or Class P Certificate.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “REMIC
      I
      Marker Allocation Percentage”: 0.50% of any amount payable or loss attributable
      from the Mortgage Loans, which shall be allocated to REMIC I Regular Interest
      I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
      REMIC
      I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
      I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
      Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
      I-LTM10 and REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTZZ
      and REMIC I Regular Interest I-LTP.

     

    “REMIC
      I
      Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
      of the aggregate Uncertificated Balance of the REMIC I Regular Interests (other
      than REMIC I Regular Interest I-LTP) minus (ii) the aggregate Uncertificated
      Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
      REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
      Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
      Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
      I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
      I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
      Interest I-LTM10 and REMIC I Regular Interest I-LTM11, in each case as of such
      date of determination.

     

    “REMIC
      I
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) the aggregate Stated Principal Balance of
      the
      Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction,
      the numerator of which is two times the aggregate Uncertificated Balance of
      REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
      Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
      I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
      Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
      I-LTM10 and REMIC I Regular Interest I-LTM11, and the denominator of which
      is
      the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC
      I
      Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
      Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
      I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
      I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
      Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
      I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11
      and
      REMIC I Regular Interest I-LTZZ.

     

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

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC I
      Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
      Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
      I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
      I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
      Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
      I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10,
      REMIC
      I Regular Interest I-LTM11, REMIC I Regular Interest I-LTZZ, REMIC I Regular
      Interest I-LT1SUB and REMIC I Regular Interest I-LT2SUB, the weighted average
      of
      the Expense Adjusted Mortgage Rates of the Mortgage Loans. With respect to
      REMIC
      I Regular Interest I-LT1GRP, the weighted average of the Expense Adjusted
      Mortgage Rates of the Group I Mortgage Loans and with respect REMIC I Regular
      Interest I-LT2GRP, the weighted average of the Expense Adjusted Mortgage Rates
      of the Group II Mortgage Loans. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Senior
      Enhancement Percentage”: For any Distribution Date, the Senior Enhancement
      Percentage is the percentage obtained by dividing (x) the aggregate Certificate
      Principal Balance of the Mezzanine Certificates and the Class CE Certificates,
      calculated after taking into account distribution of the Group I Principal
      Distribution Amount and the Group II Principal Distribution Amount to holders
      of
      the certificates then entitled to distributions thereof on the related
      distribution date by (y) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period). 

     

    “Senior
      Interest Distribution Amount”: With respect to any Distribution Date, the Senior
      Interest Distribution Amount for each class of Class A Certificates is equal
      to
      the sum of the Interest Distribution Amount for that class for that distribution
      date and the Interest Carry Forward Amount, if any, for that class for that
      distribution date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Stepdown
      Date”: The earlier to occur of (i) the Distribution Date immediately following
      the Distribution Date on which the aggregate Certificate Principal Balance
      of
      the Class A Certificates has been reduced to zero and (ii) the later to occur
      of
      (a) the Distribution Date occurring in March 2010 and (b) the first Distribution
      Date on which the Senior Enhancement Percentage (calculated for this purpose
      only after taking into account distributions of principal on the Mortgage Loans
      but prior to any distribution of the Group I Principal Distribution Amount
      and
      the Group II Principal Distribution Amount to the Certificates then entitled
      to
      distributions of principal on such Distribution Date) is equal to or greater
      than 45.40%.

     

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

     

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

     

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

     

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

     

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

     

    “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.

     

    “Telerate
      Page 3750”: The display designated as page “3750” on the Dow Jones Telerate
      Capital Markets Report (or such other page as may replace page 3750 on that
      report for the purpose of displaying London interbank offered rates of major
      banks).

     

    “Termination
      Price”: As defined in Section 9.01.

     

    “Terminator”:
      As defined in Section 9.01.

     

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

     

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

     

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

     

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

     

    (a) the
      Delinquency Percentage exceeds 35.24% of the Senior Enhancement Percentage
      for
      the prior Distribution Date; or

     

    (b) the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Due Period) divided by aggregate Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
      forth below with respect to such Distribution Date (the “Realized Loss
      Percentage”):

    


    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              March
                2009 through February 2010

            	
              1.20%

            
	
              March
                2010 through February 2011

            	
              2.70%

            
	
              March
                2011 through February 2012

            	
              4.20%

            
	
              March
                2012 through February 2013

            	
              5.45%

            
	
              March
                2013 through February 2014

            	
              6.15%

            
	
              March
                2014 and thereafter

            	
              6.20%

            


    

    


    “Trust”:
      Citigroup Mortgage Loan Trust 2007-AHL1.

     

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

     

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

     

    “Trust
      REMIC”: Any of REMIC I, REMIC II, REMIC III and REMIC IV.

     

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

     

    “Uncertificated
      Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
      determination. As of the Closing Date, the Uncertificated Balance of each REMIC
      Regular Interest shall equal the amount set forth in the Preliminary Statement
      hereto as its initial Uncertificated Balance. On each Distribution Date, the
      Uncertificated Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 4.04. The Uncertificated Balance of REMIC I
      Regular Interest I-LTZZ shall be increased by interest deferrals as provided
      in
      Section 4.01. With respect to the Class CE Interest as of any date of
      determination, an amount equal to the excess, if any, of (A) the then aggregate
      Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Floating Rate Certificates
      and the Class P Certificates then outstanding. The Uncertificated Principal
      Balance of each REMIC Regular Interest that has an Uncertificated Principal
      Balance shall never be less than zero.

     

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

     

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

     

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

     

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

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. With respect to any date of determination, 98%
      of
      all Voting Rights will be allocated among the holders of the Class A
      Certificates, the Mezzanine Certificates and the Class CE Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, 1% of all Voting Rights will be allocated to the
      holders of the Class P Certificates and 1% of all Voting Rights will be
      allocated among the holders of the Residual Certificates. The Voting Rights
      allocated to each Class of Certificate shall be allocated among Holders of
      each
      such Class in accordance with their respective Percentage Interests as of the
      most recent Record Date.

     

    
      	SECTION
              1.02  	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

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

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date:

     

    (A) The
      REMIC
      I Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.24) and the REMIC I Marker Allocation Percentage of any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
      any
      Distribution Date shall be allocated among REMIC I Regular Interest I-LTAA,
      REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
      Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
      I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
      Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
      I-LTM10, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ
      pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rate on the respective Uncertificated Balance of each such
      REMIC I Regular Interest; and

     

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

     

     

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	SECTION
              2.01  	
              Conveyance
                of Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    To
      the
      extent not already recorded, except
      with respect to any Mortgage Loan for which MERS is identified on the Mortgage
      or on a properly recorded assignment of the Mortgage as the mortgagee of record,
      the
      Servicer, at the expense of the Sponsor shall promptly (and in no event later
      than five Business Days following the later of the Closing Date and the date
      of
      receipt by the Servicer of the recording information for a Mortgage) submit
      or
      cause to be submitted for recording, at no expense to any Trust REMIC, in the
      appropriate public office for real property records, each Assignment delivered
      to it pursuant to (iii) above. In the event that any such Assignment is lost
      or
      returned unrecorded because of a defect therein, the Servicer, at the expense
      of
      the Sponsor, shall promptly prepare or cause to be prepared a substitute
      Assignment or cure or cause to be cured such defect, as the case may be, and
      thereafter cause each such Assignment to be duly recorded. 

     

    Notwithstanding
      the foregoing, but without limiting the requirement that such Assignments be
      in
      recordable form, neither the Servicer nor the Trustee shall be required to
      submit or cause to be submitted for recording any Assignment delivered to it
      or
      the Custodian pursuant to (iii) above if such recordation shall not, as of
      the
      Closing Date, be required by the Rating Agencies, as a condition to their
      assignment on the Closing Date of their initial ratings to the Certificates,
      as
      evidenced by the delivery by the Rating Agencies of their ratings letters on
      the
      Closing Date; provided, however, notwithstanding the foregoing, the Servicer
      shall submit each Assignment for recording, at no expense to the Trust Fund
      or
      the Servicer, upon the earliest to occur of: (A) reasonable direction by Holders
      of Certificates entitled to at least 25% of the Voting Rights, (B) the
      occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy,
      insolvency or foreclosure relating to the Sponsor, (D) the occurrence of a
      servicing transfer as described in Section 7.02 of this Agreement and (E) with
      respect to any one Assignment the occurrence of a foreclosure relating to the
      Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the
      Sponsor fails to pay the cost of recording the Assignments, such expense will
      be
      paid by the Servicer and the Servicer shall be reimbursed for such expenses
      by
      the Trust as Servicing Advances. In the event an Assignment of Mortgage is
      not
      recorded with respect to a Mortgage Loan, neither the Trustee nor the Servicer
      will have any obligation for its failure to receive or act on notices with
      respect to such Mortgage Loan that the Trustee or the Servicer would have
      received had such Assignment of Mortgage been recorded.

     

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

     

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

     

    The
      Depositor shall deliver or cause to be delivered to the Trustee (or the
      Custodian on behalf of the Trustee) promptly upon receipt thereof any other
      original documents constituting a part of a Mortgage File received with respect
      to any Mortgage Loan, including, but not limited to, any original documents
      evidencing an assumption, modification, consolidation or extension of any
      Mortgage Loan. The Depositor shall deliver or cause the Seller to deliver to
      the
      Servicer copies of all trailing documents required to be included in the
      servicing file at the same time the originals or certified copies thereof are
      delivered to the Trustee or Custodian, such documents including but not limited
      to the mortgagee policy of title insurance and any mortgage loan documents
      upon
      return from the recording office. The Servicer shall not be responsible for
      any
      custodian fees or other costs incurred in obtaining such documents and the
      Depositor shall cause the Servicer to be reimbursed for any such costs it may
      incur in connection with performing its obligations under this Agreement.


     

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

     

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

     

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

     

    
      	SECTION
              2.02  	
              Acceptance
                of the Trust Fund by the Trustee.

            


    

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.03  	
              Repurchase
                or Substitution of Mortgage Loans by the Sponsor or the
                Depositor.

            


    

     

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

     

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

     

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

     

    (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.

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.04  	
              [Reserved].

            


    

     

    
      	SECTION
              2.05  	
              Representations,
                Warranties and Covenants of the
                Servicer.

            


    

     

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

     

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

     

    (ii)  The
      Servicer has the full power and authority to conduct its business as presently
      conducted by it and to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement. The Servicer has
      duly authorized the execution, delivery and performance of this Agreement,
      has
      duly executed and delivered this Agreement, and this Agreement, assuming the
      due
      authorization, execution and delivery thereof by the Trustee, the Depositor
      and
      the Trust Administrator, constitutes a legal, valid and binding obligation
      of
      the Servicer, enforceable against the Servicer in accordance with its terms
      except 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 Servicer, the servicing of
      the
      Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
      of
      any other of the transactions herein contemplated, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Servicer and will not (A) result in a breach of any term or provision of the
      charter or by-laws of the Servicer or (B) conflict with, result in a breach,
      violation or acceleration of, or result in a default under, the terms of any
      other material agreement or instrument to which the Servicer is a party or
      by
      which it may be bound, or any statute, order or regulation applicable to the
      Servicer of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Servicer; and the Servicer is not a party
      to,
      bound by, or in breach or violation of any indenture or other agreement or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the
      Servicer's knowledge, would in the future materially and adversely affect,
      (x)
      the ability of the Servicer to perform its obligations under this Agreement
      or
      (y) the business, operations, financial condition, properties or assets of
      the
      Servicer taken as a whole;

     

    (iv)  The
      Servicer is an approved seller/servicer for Fannie Mae or Freddie Mac in good
      standing;

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.06  	
              Issuance
                of the Certificates.

            


    

     

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

     

    
      	SECTION
              2.07  	
              Authorization
                to Enter into Interest Rate Cap
                Agreement

            


    

     

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

     

    
      	SECTION
              2.08  	
              Conveyance
                of the REMIC Regular Interests; Acceptance of the Trust REMICs by
                the
                Trustee.

            


    

     

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

     

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

     

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

     

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

     

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

     

     

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3.01  	
              Servicer
                to Act as Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

    To
      the
      extent consistent with the foregoing, the Servicer (a) shall seek the timely
      and
      complete recovery of principal and interest on the Mortgage Notes and (b) shall
      waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
      following circumstances: (i) (a) such waiver is standard and customary in
      servicing similar Mortgage Loans and such waiver relates to a default or a
      reasonably foreseeable default and would, in the reasonable judgment of the
      Servicer, maximize recovery of total proceeds taking into account the value
      of
      such Prepayment Charge and the related Mortgage Loan or (b) the enforceability
      thereof shall have been limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally or
      the collectability thereof shall have been limited due to acceleration in
      connection with a foreclosure or other involuntary payment, (ii) the collection
      of such Prepayment Charge would be in violation of applicable laws, (iii) the
      amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
      is
      not consistent with the related Mortgage Note or is otherwise unenforceable,
      (iv) the Servicer has not received information and documentation sufficient
      to
      confirm the existence or amount of such Prepayment Charge or (v) the collection
      of such Prepayment Charge would be considered “predatory” pursuant to written
      guidance published or issued by any applicable federal, state or local
      regulatory authority acting in its official capacity and having jurisdiction
      over such matters. If a Prepayment Charge is waived as permitted by meeting
      the
      standard described in clauses (ii), (iii), (iv) or (v) above and a
      representation or warranty regarding such Prepayment Charge has been breached,
      then, the Trustee shall make commercially reasonable efforts to attempt to
      enforce the obligations of the Originator under the Master Agreement to pay
      the
      amount of such waived Prepayment Charge, for the benefit of the Holders of
      the
      Class P Certificates; provided, however, that the Trustee shall not be under
      any
      obligation to take any action pursuant to this paragraph unless directed by
      the
      Depositor and provided, further, the Depositor hereby agrees to assist the
      Trustee in enforcing any obligations of the Originator to repurchase or
      substitute for a Mortgage Loan which has breached a representation or warranty
      under the Assignment Agreement. If such Originator fails to pay the amount
      of
      such waived Prepayment Charge in accordance with its obligations under the
      Master Agreement, the Trustee, Trust Administrator, the Servicer and the
      Depositor shall consult on further actions to be taken against such Originator.
      Notwithstanding the foregoing, to the extent that the Trustee and the Originator
      are the same entity, the Trust Administrator shall enforce the obligations
      of
      the Originator under the Master Agreement pursuant to the terms of this
      paragraph. If a Prepayment Charge is waived other than in accordance with (i)
      through (v) above, the Servicer shall pay the amount of such waived Prepayment
      Charge to the Trust Administrator for deposit in the Distribution Account for
      the benefit of the Holders of the Class P Certificates (the “Servicer Prepayment
      Charge Payment Amount”). 

     

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

     

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

     

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

     

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

     

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

     

    The
      Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) has
      fully furnished and will continue to fully furnish, in accordance with the
      Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      information (e.g., favorable and unfavorable) on its borrower credit files
      to
      Equifax, Experian and Trans Union Credit Information Company or their successors
      on a monthly basis.

     

    
      	SECTION
              3.02  	
              Sub-Servicing
                Agreements Between the Servicer and
                Sub-Servicers.

            


    

     

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


     

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

     

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

     

    
      	SECTION
              3.03  	
              Successor
                Sub-Servicers.

            


    

     

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

     

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

     

    
      	SECTION
              3.04  	
              Liability
                of the Servicer.

            


    

     

    The
      Servicer shall be liable in accordance herewith only to the extent of the
      obligations specifically imposed by this Agreement and undertaken hereunder
      by
      the Servicer herein.

     

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

     

    
      	SECTION
              3.05  	
              No
                Contractual Relationship Between Sub-Servicers and Trustee, Trust
                Administrator or
                Certificateholders.

            


    

     

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

     

    
      	SECTION
              3.06  	
              Assumption
                or Termination of Sub-Servicing Agreements by Trust
                Administrator.

            


    

     

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

     

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

     

    
      	SECTION
              3.07  	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

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

     

    
      	SECTION
              3.08  	
              Sub-Servicing
                Accounts.

            


    

     

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

     

    
      	SECTION
              3.09  	
              Collection
                of Taxes and Similar Items; Servicing
                Accounts.

            


    

     

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

     

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

     

    
      	SECTION
              3.10  	
              Collection
                Account and Distribution Account.

            


    

     

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

     

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

     

    (ii)  all
      payments on account of interest (net of the related Servicing Fee and any
      Prepayment Interest Excess) on each Mortgage Loan; 

     

    (iii)  all
      Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than
      (a) proceeds to be held in an escrow account and applied to the restoration
      or
      repair of the Mortgaged Property or released to the Mortgagor in accordance
      with
      the terms of this Agreement or (b) proceeds collected in respect of any
      particular REO Property and amounts paid by the Servicer in connection with
      a
      purchase of Mortgage Loans and REO Properties pursuant to Section
      9.01);

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  On
      behalf
      of the Trust Fund, the Trust Administrator, as agent for the Trustee, shall
      establish and maintain one or more separate, segregated trust accounts (such
      account or accounts, the “Distribution Account”), held in trust for the benefit
      of the Certificateholders. On behalf of the Trust Fund, the Servicer shall
      deliver to the Trust Administrator in immediately available funds for deposit
      in
      the Distribution Account on or before 4:00 p.m. New York time on the Servicer
      Remittance Date, that portion of the Available Distribution Amount (calculated
      without regard to the subtraction therefrom of the Credit Risk Manager Fee)
      for
      the related Distribution Date then on deposit in the Collection Account, the
      amount of all Prepayment Charges collected during the applicable Prepayment
      Period by the Servicer and Servicer Prepayment Charge Payment Amounts in
      connection with the Principal Prepayment of any of the Mortgage Loans then
      on
      deposit in the Collection Account. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.11  	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ix)  to
      pay
      itself any Prepayment Interest Excess (to the extent not otherwise
      retained);

     

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

     

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

     

    (xii)  to
      withdraw any amounts deposited in the Collection Account in error.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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 Trust
      Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
      the
      request of the Holders of Certificates representing more than 50% of the Voting
      Rights allocated to any Class of Certificates, shall take such action as may
      be
      appropriate to enforce such payment or performance, including the institution
      and prosecution of appropriate proceedings.

     

    
      	SECTION
              3.13  	
              [Reserved].

            


    

     

    
      	SECTION
              3.14  	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage.

            


    

     

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

     

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

     

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

     

    
      	SECTION
              3.15  	
              Enforcement
                of Due-On-Sale Clauses; Assumption
                Agreements.

            


    

     

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

     

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

     

    
      	SECTION
              3.16  	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.17  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.18  	
              Servicing
                Compensation.

            


    

     

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

     

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

     

    
      	SECTION
              3.19  	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            


    

     

    Upon
      reasonable request by the Trust Administrator (such request to be made by the
      related Distribution Date), the Servicer shall forward to the Trust
      Administrator no later than 10 calendar days after such request, a statement
      prepared by the Servicer setting forth the status of the Collection Account
      as
      of the close of business on the last day of the calendar month relating to
      such
      Distribution Date and showing, for the period covered by such statement, the
      aggregate amount of deposits into and withdrawals from the Collection Account
      of
      each category of deposit specified in Section 3.10(a) and each category of
      withdrawal specified in Section 3.11. Such statement may be in the form of
      the
      then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage
      Pass-Through Program with appropriate additions and changes, and shall also
      include information as to the aggregate of the outstanding principal balances
      of
      all of the Mortgage Loans as of the last day of the calendar month immediately
      preceding such Distribution Date or such other format as mutually agreed to
      between the Servicer and the Trust Administrator. Copies of such statement
      shall
      be provided by the Trust Administrator to any Certificateholder and to any
      Person identified to the Trust Administrator as a prospective transferee of
      a
      Certificate, upon the request and at the expense of the requesting party,
      provided such statement is delivered by the Servicer to the Trust
      Administrator.

     

    
      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator, on or before March
      1st
      of each
      calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement
      of Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the Servicer during the preceding calendar year and of performance
      under this Agreement has been made under such officers’ supervision and (ii) to
      the best of such officers’ knowledge, based on such review, the Servicer has
      fulfilled all of its obligations under this Agreement in all material respects
      throughout such year, or, if there has been a failure to fulfill any such
      obligation in any material respect, specifying each such failure known to such
      officer and the nature and status of cure provisions thereof. The Servicer
      shall
      deliver, or cause any entity determined by the Servicer to be a Sub-Servicer
      to
      deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
      the Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans, to the Trust Administrator as described above as and when
      required with respect to the Servicer. 

     

    If
      the
      Servicer does not deliver the Annual Statement of Compliance by March
      1st
      of any
      year, either the Trust Administrator or the Depositor shall provide the Servicer
      with written notice of its failure to deliver such Annual Statement of
      Compliance and the Servicer shall have 10 calendar days from the date its
      receipt of such written notice to cure such failure to deliver. 

     

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

     

    The
      Servicer shall indemnify and hold harmless the Depositor, the Trust
      Administrator and their officers, directors and Affiliates from and against
      any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based solely and directly upon a breach of the Servicer’s
      obligations under this Section 3.20. Such indemnification shall not cover any
      damages that are indirect, consequential, punitive or special in
      nature.

     

    
      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      the
      Servicer does
      not
      deliver the Assessment of Compliance or Attestation Report by March
      1st
      of any
      year, either the Trust Administrator or the Depositor shall provide the Servicer
      with written notice of its failure to deliver such Assessment of Compliance
      or
      Attestation Report and the Servicer shall have 10 calendar days from the date
      of
      its receipt of such written notice to cure such failure to deliver.


     

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

     

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

     

    The
      Servicer shall indemnify and hold harmless the Depositor and the Trust
      Administrator and their officers, directors and Affiliates from and against
      any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based solely and directly upon a breach of the 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. Such indemnification shall not cover any damages that are indirect,
      consequential, punitive or special in nature.

     

    
      	SECTION
              3.22  	
              Access
                to Certain Documentation.

            


    

     

    The
      Servicer shall provide to the Depositor, the Trust Administrator and the Trustee
      access to the documentation regarding the Mortgage Loans required by applicable
      laws and regulations. Such access shall be afforded without charge, but only
      upon reasonable request and during normal business hours at the offices of
      the
      Servicer designated by it. In addition, access to the documentation regarding
      the Mortgage Loans required by applicable laws and regulations will be provided
      to the Trustee or the Trust Administrator on behalf of, and for purposes of
      providing such documentation to, any Person identified as
      a Certificateholder or any federal or state banking or insurance
      regulatory authority that may exercise authority over any Certificateholder
      or a
      prospective transferee of a Certificate subject to the execution of a
      confidentiality agreement in form and substance satisfactory to the Servicer,
      upon reasonable request during normal business hours at the offices of the
      Servicer designated by it at the expense of the Trustee or Trust Administrator.
      Nothing in this Section 3.22 shall derogate from the obligation of any such
      party to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of any such party to provide access
      as
      provided in this Section as a result of such obligation shall not constitute
      a
      breach of this Section 3.22. In each case, access to any documentation regarding
      the Mortgage Loans may be conditioned upon the requesting party’s acknowledgment
      in writing of a confidentiality agreement regarding any information that is
      required to remain confidential under the Gramm-Leach-Bliley Act of
      1999.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

    (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 Servicer or any Sub-Servicer as provided above, shall
      be
      remitted to the Trust Administrator for deposit in the Distribution Account
      in
      accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
      month
      following the receipt thereof for distribution on the related Distribution
      Date
      in accordance with Section 4.01. Any REO Disposition shall be for cash only
      (unless changes in the REMIC Provisions made subsequent to the Startup Day
      allow
      a sale for other consideration).

     

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

     

    
      	SECTION
              3.24  	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator for deposit into the
      Distribution Account on or before 4:00 p.m. New York time on the Servicer
      Remittance Date from its own funds (or from a Sub-Servicer’s own funds received
      by the Servicer in respect of Compensating Interest) an amount equal to the
      lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the
      related Distribution Date resulting from full or partial Principal Prepayments
      during the related Prepayment Period and (ii) the applicable Compensating
      Interest Payment.

     

    
      	SECTION
              3.25  	
              Obligations
                of the Servicer in Respect of Monthly
                Payments.

            


    

     

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

     

    
      	SECTION
              3.26  	
              Advance
                Facility.

            


    

     

    (a)  The
      Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized
      to
      enter into a facility (an “Advance Facility”) with any Person (an “Advancing
      Person”) (1) under which the Servicer sells, assigns or pledges to the Advancing
      Person the Servicer’s rights under this Agreement to be reimbursed for any
      P&I Advances and/or Servicing Advances or (2) which provides that the
      Advancing Person may fund P&I Advances and/or Servicing Advances to the
      Trust Fund under this Agreement, although no such facility shall reduce or
      otherwise affect the Servicer’s obligation to fund such P&I Advances and/or
      Servicing Advances. If the Servicer enters into such an Advance Facility
      pursuant to this Section 3.26, upon reasonable request of the Advancing Person,
      the Trust Administrator shall execute a letter of acknowledgment, confirming
      its
      receipt of notice of the existence of such Advance Facility. To the extent
      that
      an Advancing Person funds any P&I Advance or any Servicing Advance or is
      assigned the right to be reimbursed for any P&I Advance or Servicing Advance
      and provides the Trust Administrator with notice acknowledged by the Servicer
      that such Advancing Person is entitled to reimbursement directly from the Trust
      Administrator pursuant to the terms of the Advance Facility, such Advancing
      Person shall be entitled to receive reimbursement pursuant to this Agreement
      for
      such amount to the extent provided in Section 3.26(b). Such notice from the
      Advancing Person must specify the amount of the reimbursement, the Section
      of
      this Agreement that permits the applicable Advance or Servicing Advance to
      be
      reimbursed and the section(s) of the Advance Facility that entitle the Advancing
      Person to request reimbursement from the Trust Administrator, rather than the
      Servicer, and include the Servicer’s acknowledgment thereto or proof of an event
      of default under the Advance Facility. The Trust Administrator shall have no
      duty or liability with respect to any calculation of any reimbursement to be
      paid to an Advancing Person and shall be entitled to rely without independent
      investigation on the Advancing Person’s notice provided pursuant to this Section
      3.26. An Advancing Person whose obligations hereunder are limited to the funding
      of P&I Advances and/or Servicing Advances shall not be required to meet the
      qualifications of the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof
      and shall not be deemed to be a Sub-Servicer under this Agreement.

     

    (b)  If,
      pursuant to the terms of the Advance Facility, an Advancing Person is entitled
      to reimbursement directly from the Trust Administrator, then the Servicer shall
      not reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii)
      or
      Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
      the
      Servicer shall include such amounts in the applicable remittance to the Trust
      Administrator made pursuant to Section 3.10 to the extent of amounts on deposit
      in the Collection Account on the Servicer Remittance Date. The Trust
      Administrator is hereby authorized to pay to the Advancing Person reimbursements
      for Advances and Servicing Advances from the Distribution Account, to the extent
      permitted under the terms of the Advance Facility, to the same extent the
      Servicer would have been permitted to reimburse itself for such Advances and/or
      Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii)
      or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded
      such
      Advance or Servicing Advance. The Trust Administrator is hereby authorized
      to
      pay directly to the Advancing Person such portion of the Servicing Fee as the
      parties to any Advance Facility agree to in writing delivered to the Trust
      Administrator. An Advance Facility may provide that the Servicer will otherwise
      cause the remittance of P&I Advance and/or Servicing Advance reimbursement
      amounts to the Advancing Person, in which case the foregoing sentences in this
      Section 3.26(b) shall not apply.

     

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

     

    (d)  None
      of
      the Trust Fund, any party to this Agreement or any other Person shall have
      any
      right or claim (including without limitation any right of offset or recoupment)
      to any amounts allocable under this Agreement to the reimbursement of P&I
      Advances or Servicing Advances that have been assigned, conveyed or pledged
      to
      an Advancing Person, or that relate to P&I Advances or Servicing Advances
      that were funded by an Advancing Person.

     

    (e)  Any
      amendment to this Section 3.26 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.26, including amendments to add provisions
      relating to a successor master servicer, may be entered into by the parties
      to
      this Agreement without the consent of any Certificateholder but with written
      confirmation from each Rating Agency that the amendment shall not result in
      the
      reduction or withdrawal of the then-current ratings of any outstanding Class
      of
      Certificates or any other notes secured by collateral which includes all or
      a
      portion of the Class CE Certificates, the Class P Certificates and/or the
      Residual Certificates, notwithstanding anything to the contrary in this
      Agreement.


     

    


     

    ARTICLE
      IV

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	SECTION
              4.01  	
              Distributions.

            


    

     

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

     

    (I) On
      each
      Distribution Date, the Group I Interest Remittance Amount shall be distributed
      to the Certificateholders in the following order of priority:

     

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

     

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

     

    (II) On
      each
      Distribution Date, the Group II Interest Remittance Amount shall be distributed
      to the Certificateholders in the following order of priority:

     

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

     

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

     

    (III) On
      each
      Distribution Date, following the distributions made pursuant to Section
      4.01(a)(1)(I) and (II) above, any remaining Group I Interest Remittance Amount
      and Group II Interest Remittance Amount will be distributed sequentially to
      the
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order,
      in
      an amount equal to the Interest Distribution Amount for each such
      Class.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (III) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the sum of the Group I Principal Distribution Amount and the
      Group
      II Principal Distribution Amount remaining undistributed for such Distribution
      Date shall be distributed sequentially to the Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10
      and
      Class M-11 Certificates, in that order, in each case, until the Certificate
      Principal Balance of such Class has been reduced to zero.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iii)  to
      the
      Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x)  to
      the
      Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero; and

     

    (xi)  to
      the
      Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero. 

     

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

     

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

     

    (ii)  sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates, in that order, in each case, in an amount equal to the Interest
      Carry Forward Amount allocable to such Class of Certificates;

     

    (iii)  sequentially
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates, in that order, in each case up to the related Allocated Realized
      Loss Amount related to each such Class of Certificates for such Distribution
      Date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
      order, the related Net WAC Rate Carryover Amount.

     

    (6) On
      each
      Distribution Date, after making the distributions of the Available Distribution
      Amount, Net Monthly Excess Cashflow and amounts on the deposit in the Net WAC
      Rate Carryover Reserve Account as set forth above, the Trust Administrator
      shall
      distribute the amount on deposit in the Cap Account (other than any termination
      payments received under the Interest Rate Cap Agreement not related to an
      optional termination of the Trust) as follows:

     

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

     

    (ii)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the difference
      between (x) the Overcollateralization Deficiency Amount, if any, and (y) the
      amount distributed pursuant to Section 4.01(d)(i) of this
      Agreement;

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
      order, the related Interest Distribution Amount and Interest Carry Forward
      Amount, to the extent remaining undistributed;

     

    (iv)  sequentially
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
      order, in each case up to the related Allocated Realized Loss Amount related
      to
      such Certificates for such Distribution Date remaining
      undistributed;

     

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

     

    (vi)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
      order, the related Net WAC Rate Carryover Amount remaining
      undistributed.

     

    (7)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
      I
      Regular Interests or withdrawn from the Distribution Account and distributed
      to
      the holders of the Class R-I Interest, as the case may be:

     

    (i)  to
      Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1,
      REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
      Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
      I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
      Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
      I-LTM11, REMIC I Regular Interest I-LTZZ and REMIC I Regular Interest I-LTP,
      in
      an amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates. Amounts payable as Uncertificated Interest in respect of
      REMIC I Regular Interest I-LTZZ shall be reduced when the sum of the REMIC
      I
      Overcollateralized Amount is less than the REMIC I Required Overcollateralized
      Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
      I-LTZZ Uncertificated Interest Deferral Amount and such amounts will be payable
      to the Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest
      I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C,
      REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
      Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
      Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
      I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
      I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTM11, in the same
      proportion as the Overcollateralization Increase Amount is allocated to the
      Corresponding Certificates and the Uncertificated Balance of REMIC I Regular
      Interest I-LTZZ shall be increased by such amount;

     

    (ii)  to
      Holders of REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP,
      REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC
      I
      Regular Interest I-LTXX, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

     

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

     

    (a) 98.00%
      of
      such remainder (less the amount payable in clause (v) below) to the Holders
      of
      REMIC I Regular Interest I-LTAA, until the Uncertificated Balance of such REMIC
      I Regular Interest is reduced to zero;

     

    (b) 2.00%
      of
      such remainder (less the amount payable in clause (v) below) first, to the
      Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
      REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
      Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
      Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
      I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
      I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
      Interest I-LTM10 and REMIC I Regular Interest I-LTM11, and in the same
      proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Balances of such REMIC I Regular
      Interests are reduced to zero and second, to the Holders of REMIC I Regular
      Interest I-LTZZ, until the Uncertificated Balance of such REMIC I Regular
      Interest is reduced to zero; 

     

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

     

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

     

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

     

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

     

    Following
      the foregoing distributions, an amount equal to the amount of Subsequent
      Recoveries shall be applied to increase the Certificate Principal Balance of
      the
      Class of Certificates with the Highest Priority up to the extent of such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 4.04. An amount equal to the amount of any remaining Subsequent
      Recoveries shall be applied to increase the Certificate Principal Balance of
      the
      Class of Certificates with the next Highest Priority, up to the amount of such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 4.04. Holders of such Certificates will not be entitled to any
      distribution in respect of interest on the amount of such increases for any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Certificate of such Class in accordance with its respective Percentage
      Interest.

     

    (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 Trust Administrator in
      writing at least five Business Days prior to the Record Date immediately prior
      to such Distribution Date and with respect to any Class of Certificates other
      than the Residual Certificates is the registered owner of Certificates having
      an
      initial aggregate Certificate Principal Balance that is in excess of the lesser
      of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
      Balance of such Class of Certificates, or otherwise by check mailed by first
      class mail to the address of such Holder appearing in the Certificate Register.
      The final distribution on each Certificate will be made in like manner, but
      only
      upon presentment and surrender of such Certificate at the Corporate Trust Office
      of the Trust Administrator or such other location specified in the notice to
      Certificateholders of such final distribution.

     

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the Trust
      Administrator, the Depositor or the Servicer shall have any responsibility
      therefor except as otherwise provided by this Agreement or applicable
      law.

     

    (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 or the
      Servicer shall in any way be responsible or liable to the Holders of any other
      Class of Certificates in respect of amounts properly previously distributed
      on
      the Certificates.

     

    (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, no later
      than
      five days after the latest related Determination Date, mail on such date to
      each
      Holder of such Class of Certificates a notice to the effect that:

     

    (i)  the
      Trust
      Administrator expects that the final distribution with respect to such Class
      of
      Certificates will be made on such Distribution Date, but only upon presentation
      and surrender of such Certificates at the office of the Trust Administrator
      therein specified, and

     

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

     

    (iii)  Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Trust Administrator and credited to the account of the appropriate non-tendering
      Holder or Holders. If any Certificates as to which notice has been given
      pursuant to this Section 4.01(e) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Trust Administrator shall mail a second notice to the remaining non-tendering
      Certificateholders to surrender their Certificates for cancellation in order
      to
      receive the final distribution with respect thereto. If within one year after
      the second notice all such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall, directly or through an agent,
      mail
      a final notice to remaining non-tendering Certificateholders concerning
      surrender of their Certificates and shall continue to hold any remaining funds
      for the benefit of non-tendering Certificateholders. The costs and expenses
      of
      maintaining the funds in trust and of contacting such Certificateholders shall
      be paid out of the assets remaining in such trust fund. If within one year
      after
      the final notice any such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall pay to Citigroup Global Markets
      Inc.
      all such amounts, and all rights of non-tendering Certificateholders in or
      to
      such amounts shall thereupon cease. No interest shall accrue or be payable
      to
      any Certificateholder on any amount held in trust by the Trust Administrator
      as
      a result of such Certificateholder’s failure to surrender its Certificate(s) for
      final payment thereof in accordance with this Section 4.01(e).

     

    (f)  Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount allocated to such Certificate in
      respect of Realized Losses pursuant to Section 4.04 and (ii) in no event shall
      the Uncertificated Balance of a REMIC Regular Interest be reduced more than
      once
      in respect of any particular amount both (a) allocated to such REMIC Regular
      Interest in respect of Realized Losses pursuant to Section 4.04 and (b)
      distributed on such REMIC Regular Interest in reduction of the Uncertificated
      Balance thereof pursuant to this Section 4.01.

     

    
      	SECTION
              4.02  	
              Statements
                to Certificateholders.

            


    

     

    On
      each
      Distribution Date, the Trust Administrator shall prepare and make available
      on
      its website to each Holder of the Regular Certificates and the Interest Rate
      Cap
      Provider, a statement as to the distributions made on such Distribution Date
      setting forth:

     

    (i)  the
      amount of the distribution made on such Distribution Date to the Holders of
      Certificates of each such Class allocable to principal and the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges;

     

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

     

    (iii)  the
      aggregate amount of P&I Advances for such Distribution Date (including the
      general purpose of such P&I Advances);

     

    (iv)  the
      fees
      and expenses of the trust accrued and paid on such Distribution Date and to
      whom
      such fees and expenses were paid;

     

    (v)  the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      at the close of business on such Distribution Date;

     

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

     

    (vii)  the
      number and aggregate unpaid principal balance of Mortgage Loans 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;

     

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

     

    (ix)  the
      Delinquency Percentage and the Realized Loss Percentage;

     

    (x)  the
      book
      value and the Stated Principal Balance of any REO Property as of the close
      of
      business on the last Business Day of the calendar month preceding the
      Distribution Date;

     

    (xi)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (xii)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period (or, in the case of Bankruptcy Losses allocable to interest, during
      the
      related Due Period), separately identifying whether such Realized Losses
      constituted Bankruptcy Losses;

     

    (xiii)  the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Collection Account or the Distribution Account for such Distribution
      Date;

     

    (xiv)  the
      aggregate Certificate Principal Balance of each such Class of Certificates,
      after giving effect to the distributions, and allocations of Realized Losses
      and
      Extraordinary Trust Fund Expenses, made on such Distribution Date, separately
      identifying any reduction thereof due to allocations of Realized Losses and
      Extraordinary Trust Fund Expenses;

     

    (xv)  the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xvi)  the
      Interest Distribution Amount in respect of each such Class of Certificates
      for
      such Distribution Date (separately identifying any reductions in the case of
      Subordinate Certificates resulting from the allocation of Realized Losses
      allocable to interest and Extraordinary Trust Fund Expenses on such Distribution
      Date) and the respective portions thereof, if any, remaining unpaid following
      the distributions made in respect of such Certificates on such Distribution
      Date;

     

    (xvii)  the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to Section
      3.24;

     

    (xviii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xix)  the
      Net
      Monthly Excess Cashflow, the Overcollateralization Target Amount, the
      Overcollateralized Amount, the Overcollateralization Reduction Amount, the
      Overcollateralization Increase Amount and the Credit Enhancement
      Percentage;

     

    (xx)  with
      respect to any Mortgage Loan as to which foreclosure proceedings have been
      concluded, the loan number and unpaid principal balance of such Mortgage Loan
      as
      of the date of such conclusion of foreclosure proceedings;

     

    (xxi)  with
      respect to Mortgage Loans as to which a Final Liquidation has occurred, the
      number of Mortgage Loans, the unpaid principal balance of such Mortgage Loans
      as
      of the date of such Final Liquidation and the amount of proceeds (including
      Liquidation Proceeds and Insurance Proceeds) collected in respect of such
      Mortgage Loans;

     

    (xxii)  any
      Allocated Realized Loss Amount with respect to each Class of Certificates for
      such Distribution Date;

     

    (xxiii)  the
      amounts deposited into the Net WAC Rate Carryover Reserve Account for such
      Distribution Date, the amounts withdrawn from such account and distributed
      to
      each Class of Certificates, and the amounts remaining on deposit in such account
      after all deposits into and withdrawals from such account on such Distribution
      Date; 

     

    (xxiv)  the
      Net
      WAC Rate Carryover Amounts for each Class of Certificates, if any, for such
      Distribution Date and the amounts remaining unpaid after reimbursements therefor
      on such Distribution Date;

     

    (xxv)  whether
      a
      Stepdown Date or Trigger Event is in effect;

     

    (xxvi)  the
      total
      cashflows received and the general sources thereof;

     

    (xxvii)  if
      applicable, material modifications, extensions or waivers to mortgage loan
      terms, fees, penalties or payments during the preceding calendar month or that
      have become material over time;

     

    (xxviii)  
      the
      applicable Record Dates, Interest Accrual Periods and Determination Dates for
      calculating distributions for such Distribution Date; 

     

    (xxix)  payments,
      if any, made under the Interest Rate Cap Agreement and the amount distributed
      to
      the Floating Rate Certificates from payments made under the Interest Rate Cap
      Agreement; 

     

    (xxx)  the
      Significance Percentage for such Distribution Date; and

     

    (xxxi)  the
      respective Pass-Through Rates applicable to the Floating Rate Certificates
      for
      such Distribution Date (and whether such Pass-Through Rate was limited by the
      Net WAC Rate) and the Pass-Through Rate applicable to the Floating Rate
      Certificates for the immediately succeeding Distribution Date.

     

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

     

    For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined by the Trust Administrator from information provided by
      the
      Servicer and reported by the Trust Administrator based on the OTS methodology
      for determining delinquencies on mortgage loans similar to the Mortgage Loans.
      By way of example, a Mortgage Loan would be delinquent with respect to a Monthly
      Payment due on a Due Date if such Monthly Payment is not made by the close
      of
      business on the Mortgage Loan's next succeeding Due Date, and a Mortgage Loan
      would be more than 30-days Delinquent with respect to such Monthly Payment
      if
      such Monthly Payment were not made by the close of business on the Mortgage
      Loan’s second succeeding Due Date. 

     

    The
      Trust
      Administrator shall make available on its website to each Person (and the
      Trustee) who at any time during the calendar year was a Holder of a Regular
      Certificate, the statements containing the information set forth in subclauses
      (i) through (iii) above. Such obligation of the Trust Administrator shall be
      deemed to have been satisfied to the extent that substantially comparable
      information shall be provided by the Trust Administrator pursuant to any
      requirements of the Code as from time to time are in force.

     

    On
      each
      Distribution Date, the Trust Administrator shall make available to the
      Depositor, each Holder of a Residual Certificate, the Trustee, the Servicer
      and
      the Credit Risk Manager, a copy of the reports forwarded to the Regular
      Certificateholders on such Distribution Date and a statement setting forth
      the
      amounts, if any, actually distributed with respect to the Residual Certificates,
      respectively, on such Distribution Date.

     

    The
      Trust
      Administrator shall furnish to the Holders of the Residual Certificates the
      applicable Form 1066 and each applicable Form 1066Q as required by the Code.
      Additionally, the Trust Administrator shall make available on its website to
      each Person (and the Trustee) who at any time during the calendar year was
      a
      Holder of a Residual Certificate certain statements setting forth information
      set forth in clauses (i) through (xxxiii) above. Such obligation of the Trust
      Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Trust
      Administrator to such Holders pursuant to the rules and regulations of the
      Code
      as are in force from time to time.

    Upon
      request, the Trust
      Administrator
      shall
      forward to each Certificateholder, during the term of this Agreement, such
      periodic, special, or other reports or information, whether or not provided
      for
      herein, as shall be reasonable with respect to the Certificateholder, or
      otherwise with respect to the purposes of this Agreement, all such reports
      or
      information to be provided at the expense of the Certificateholder in accordance
      with such reasonable and explicit instructions and directions as the
      Certificateholder may provide. For purposes of this Section 4.02, the Trust
      Administrator’s duties are limited to the extent that the Trust Administrator
      receives timely reports as required from the Servicer.

     

    On
      each
      Distribution Date, the Trust Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) on its website (1) CUSIP level factors for each
      class of Certificates as of such Distribution Date and (2) the number and
      aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
      30
      to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
      each
      case, as of the last day of the preceding calendar month, (d) as to which
      foreclosure proceedings have been commenced and (e) with respect to which the
      related Mortgagor has filed for protection under applicable bankruptcy laws,
      with respect to whom bankruptcy proceedings are pending or with respect to
      whom
      bankruptcy protection is in force, in each case using a format and media
      mutually acceptable to the Trust Administrator and Bloomberg.

     

    For
      each
      Distribution Date, the Trust Administrator shall calculate the Significance
      Percentage of the Interest Rate Cap Agreement. If on any such Distribution
      Date
      through and including the Distribution Date in December 2007, the Significance
      Percentage is equal to or greater than 10%, the Trust Administrator shall
      promptly notify the Depositor and the Depositor shall file, by Form 10-D no
      later than fifteen days following the related Distribution Date, the financial
      statements of the Interest Rate Cap Provider as required by Item 1115 of
      Regulation AB. 

     

    
      	SECTION
              4.03  	
              Remittance
                Reports; P&I Advances.

            


    

     

    (a)  No
      later
      than the Servicer Remittance Date, the Servicer shall deliver to the Trust
      Administrator, in a mutually agreed upon electronic format (or by such other
      means as the Servicer and the Trust Administrator may agree from time to time)
      a
      Remittance Report with respect to the related Distribution Date. The Trust
      Administrator shall, on behalf of the Servicer, on such date furnish a copy
      of
      such Remittance Report to the Credit Risk Manager by such means as the Trust
      Administrator shall agree from time to time. Such
      Remittance Report shall include such other information with respect to the
      Mortgage Loans as the Trust Administrator may reasonably require to perform
      the
      calculations necessary to make the distributions contemplated by Section 4.01
      and to prepare the statements to Certificateholders contemplated by Section
      4.02. No
      later
      than the Servicer Remittance Date, the Servicer shall furnish to the Trust
      Administrator a monthly report containing such information regarding prepayments
      in full on Mortgage Loans during the applicable Prepayment Period in a format
      as
      mutually agreed to between the Servicer and the Trust Administrator. Neither
      the
      Trustee nor the Trust Administrator shall be responsible to recompute,
      recalculate or verify any information provided to it by the
      Servicer.

     

    (b)  With
      respect to any Mortgage Loan on which a Monthly Payment was due during the
      related Due Period and delinquent on the related Determination Date, the amount
      of the Servicer's P&I Advance will be equal to the amount of the Monthly
      Payment (net of the related Servicing Fee) that is delinquent as of the close
      of
      business on the related Determination Date; provided, however, that with respect
      to any Balloon Mortgage Loan that is delinquent on its maturity date, the
      Servicer will not be required to advance the related Balloon Payment but will
      be
      required to continue to make Advances in accordance with this Section 4.03(b)
      with respect to such Balloon Mortgage Loan in an amount equal to an assumed
      scheduled interest that would otherwise be due based on the original
      amortization schedule for that Balloon Mortgage Loan (with each interest portion
      thereof net of the related Servicing Fee). With respect to each REO Property,
      which REO Property was acquired during or prior to the related Prepayment Period
      and as to which such REO Property an REO Disposition did not occur during the
      related Prepayment Period, an amount equal to the excess, if any, of the Monthly
      Payment (net of the related Servicing Fee) that would have been due on the
      related Due Date in respect of the related Mortgage Loan, over the net income
      from such REO Property deposited in the Collection Account pursuant to Section
      3.23 for distribution on such Distribution Date.

     

    By
      4:00
      p.m. New York time on the Servicer Remittance Date, the Servicer shall remit
      in
      immediately available funds to the Trust Administrator for deposit in the
      Distribution Account an amount equal to the aggregate amount of P&I
      Advances, if any, to be made in respect of the Mortgage Loans for the related
      Distribution Date either (i) from its own funds or (ii) from the Collection
      Account, to the extent of funds held therein for future distribution (in which
      case it will cause to be made an appropriate entry in the records of the
      Collection Account that amounts held for future distribution have been, as
      permitted by this Section 4.03, used by the Servicer in discharge of any such
      P&I Advance) or (iii) in the form of any combination of (i) and (ii)
      aggregating the total amount of P&I Advances to be made by the Servicer with
      respect to the Mortgage Loans. Any amounts held for future distribution used
      by
      the Servicer to make a P&I Advance as permitted in the preceding sentence
      shall be appropriately reflected in the Servicer’s records and replaced by the
      Servicer by deposit in the Collection Account on or before any future Servicer
      Remittance Date to the extent that the Available Distribution Amount for the
      related Distribution Date (determined without regard to P&I Advances to be
      made on the Servicer Remittance Date) shall be less than the total amount that
      would be distributed to the Certificateholders pursuant to Section 4.01 on
      such
      Distribution Date if such amounts held for future distributions had not been
      so
      used to make P&I Advances. The Trust Administrator will provide notice to
      the Servicer by telecopy by the close of business on the Business Day prior
      to
      the Distribution Date via email to the appropriate investor reporting contact
      of
      the Servicer (as well as the manager of the Servicer’s investor reporting group)
      in the event that the amount remitted by the Servicer to the Trust Administrator
      on such date is less than the P&I Advances required to be made by the
      Servicer for the related Distribution Date.

     

    (c)  The
      obligation of the Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any Mortgage Loan or REO Property, shall continue until
      a
      Final Recovery Determination in connection therewith or the removal thereof
      from
      the Trust Fund pursuant to any applicable provision of this Agreement, except
      as
      otherwise provided in this Section.

     

    (d)  Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by the
      Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
      made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, respectively, shall be evidenced by a certification of a
      Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
      of such certification, the Trust Administrator shall forward a copy of such
      certification to the Depositor, the Trustee and the Credit Risk Manager).
      Notwithstanding the foregoing, if following the application of Liquidation
      Proceeds on any Mortgage Loan that was the subject of a Final Recovery
      Determination, any Servicing Advance with respect to such Mortgage Loan shall
      remain unreimbursed to the Servicer, then without limiting the provisions of
      Section 3.11(a), a certification of a Servicing Officer regarding such
      Nonrecoverable Servicing Advance shall not be required to be delivered by the
      Servicer to the Trust Administrator.

     

    
      	SECTION
              4.04  	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            


    

     

    (a)  Prior
      to
      each Distribution Date, the Servicer shall determine as to each Mortgage Loan
      and REO Property: (i) the total amount of Realized Losses, if any, incurred
      in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; (ii) whether and the extent to which such Realized Losses
      constituted Bankruptcy Losses; and (iii) the respective portions of such
      Realized Losses allocable to interest and allocable to principal. Prior to
      each
      Distribution Date, the Servicer shall also determine as to each Mortgage Loan:
      (A) the total amount of Realized Losses, if any, incurred in connection with
      any
      Deficient Valuations made during the related Prepayment Period; and (B) the
      total amount of Realized Losses, if any, incurred in connection with Debt
      Service Reductions in respect of Monthly Payments due during the related Due
      Period. The information described in the two preceding sentences that is to
      be
      supplied by the Servicer shall be either included in the related Remittance
      Report (in form and format reasonably required and mutually agreed upon by
      the
      Servicer) or evidenced by an Officers’ Certificate delivered to the Trust
      Administrator and the Trustee by the Servicer prior to the Determination Date
      immediately following the end of (x) in the case of Bankruptcy Losses allocable
      to interest, the Due Period during which any such Realized Loss was incurred,
      and (y) in the case of all other Realized Losses, the Prepayment Period during
      which any such Realized Loss was incurred.

     

    (b)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trust
      Administrator on each Distribution Date as follows: first, to the Interest
      Distribution Amount for the Class CE Certificates for the related Interest
      Accrual Period; second, to payments received under the Interest Rate Cap
      Agreement, third, to the Class CE Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; fourth, to the Class M-11
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero, fifth, to the Class M-10 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero, sixth, to the Class M-9 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero,
      seventh, to the Class M-8 Certificates until the Certificate Principal Balance
      thereof has been reduced to zero; eighth, to the Class M-7 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; ninth,
      to
      the Class M-6 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; tenth, to the Class M-5 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eleventh, to
      the
      Class M-4 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; twelfth, to the Class M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; thirteenth, to the Class
      M-2
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; and fourteenth, to the Class M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero.

     

    All
      Realized Losses to be allocated to the Certificate Principal Balances of all
      Classes on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided above. All references above
      to
      the Certificate Principal Balance of any Class of Certificates shall be to
      the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution
      Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated and any allocation of Realized Losses to a Class CE
      Certificates shall be made by reducing the amount otherwise payable in respect
      thereof pursuant to Section 4.01(a)(3). No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class A Certificates
      or the Class P Certificates.

     

    (c)  The
      REMIC
      I Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Trust Administrator on each Distribution Date to
      the
      following REMIC I Regular Interests in the specified percentages, as follows:
      first, to Uncertificated Interest payable to the REMIC I Regular Interest I-LTAA
      and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the
      REMIC
      I Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
      Uncertificated Balances of the REMIC I Regular Interest I-LTAA and REMIC I
      Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Principal
      Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM11
      and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC I Regular Interest I-LTM11 has been reduced
      to
      zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
      REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Balance of REMIC I Regular
      Interest I-LTM10 has been reduced to zero; fifth, to the Uncertificated Balances
      of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC
      I
      Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC I Regular Interest I-LTM9 has been reduced to zero; sixth,
      to
      the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM8 has been reduced to zero; seventh, to the Uncertificated Balances of
      REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM7 and REMIC
      I
      Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC I Regular Interest I-LTM7 has been reduced to zero; eighth,
      to
      the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM6 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC
      I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular
      Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
      of REMIC I Regular Interest I-LTM5 has been reduced to zero; tenth, to the
      Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM4 has been reduced to zero; eleventh, to the Uncertificated Balances of
      REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC
      I
      Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC I Regular Interest I-LTM3 has been reduced to zero; twelfth,
      to
      the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM2 has been reduced to zero and thirteenth, to the Uncertificated Balances
      of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC
      I
      Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC I Regular Interest I-LTM1 has been reduced to
      zero.

     

    (d)  The
      REMIC
      I Sub WAC Allocation Percentage of all Realized Losses 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 Regular Interest ending with the
      designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
      the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular
      Interest ending with the designation “SUB,” so that the Uncertificated Balance
      of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x)
      the
      aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
      Group over (y) the current Certificate Principal Balance of the Class A
      Certificate in the related Loan Group (except that if any such excess is a
      larger number than in the preceding distribution period, the least amount of
      Realized Losses shall be applied to such REMIC I Regular Interests such that
      the
      REMIC I Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC I Regular Interest
      I-LTXX.

     

    
      	SECTION
              4.05  	
              Compliance
                with Withholding Requirements.

            


    

     

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

     

    
      	SECTION
              4.06  	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      a
      separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
      Account, Citibank, N.A., as Trust Administrator, in trust for the registered
      holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
      Certificates, Series 2007-AHL1.”

     

    (b)  On
      each
      Distribution Date, the Trust Administrator has been directed by the Class CE
      Certificateholders to, and therefore shall, deposit into the Net WAC Rate
      Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
      Distribution Date, rather than distributing such amounts to the Class CE
      Certificateholders. On each such Distribution Date, the Trust Administrator
      shall hold all such amounts for the benefit of the Holders of the Floating
      Rate
      Certificates, and shall distribute the aggregate Net WAC Rate Carryover Amount,
      if any, for such Distribution Date from the Net WAC Rate Carryover Reserve
      Account to the Holders of the Floating Rate Certificates in the amounts and
      priorities set forth in Section 4.01(g).

     

    On
      each
      Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
      on
      the Floating Rate Certificates, any amounts remaining in the Net WAC Rate
      Carryover Reserve Account, shall be payable to the Trust Administrator as
      additional compensation to it, subject to the immediately following
      paragraph.

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
      disregarded as an entity separate from the Holder of the Class CE Certificates
      unless and until the date when either (a) there is more than one Class CE
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE
      Certificates is recharacterized as an equity interest in the Net WAC Rate
      Carryover Reserve Account for federal income tax purposes, in which case it
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
      be
      treated as a partnership. If the Net WAC Rate Carryover Reserve Account becomes
      characterized as a partnership for federal income tax purposes, the Trust
      Administrator shall (i) obtain, or cause to be obtained, a taxpayer
      identification number for the Net WAC Rate Carryover Reserve Account and (ii)
      prepare and file, or cause to be prepared and filed, any necessary federal,
      state or local tax returns for the Net WAC Rate Carryover Reserve Account.
      All
      amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
      treated as amounts distributed by REMIC II to the Holder of the Class CE
      Interest and by REMIC III to the Holder of the Class CE Certificates. The Net
      WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the
      meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust Fund, or the payment in full of the Floating Rate Certificates, all
      amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
      shall
      be released by the Trust Fund and distributed to the Class CE Certificateholders
      or their designees. The Net WAC Rate Carryover Reserve Account shall be part
      of
      the Trust Fund but not part of any Trust REMIC and any payments to the Holders
      of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not
      be
      payments with respect to a “regular interest” in a REMIC within the meaning of
      Code Section 860(G)(a)(1).

     

    (d)  By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      to direct the Trust Administrator, and the Trust Administrator is hereby is
      directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
      described above on each Distribution Date rather than distributing such amounts
      to the Class CE Certificateholders. By accepting a Class CE Certificate, each
      Class CE Certificateholder further agrees that such direction is given for
      good
      and valuable consideration, the receipt and sufficiency of which is acknowledged
      by such acceptance.

     

    (e)  All
      amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain
      uninvested.

     

    (f)  For
      federal tax return and information reporting, the right of the Holders of the
      Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Rate Carryover Amount may have more
      than a de
      minimis
      value.

     

    
      	SECTION
              4.07  	
              Commission
                Reporting.

            


    

     

    (a)  
      (i)
      Within 10 days after each Distribution Date, the Trust Administrator shall,
      in
      accordance with industry standards, file with the Commission via the Electronic
      Data Gathering and Retrieval System (“EDGAR”), a distribution report on Form
      10-D, signed by the Depositor, with a copy of the monthly statement to be
      furnished by the Trust Administrator to the Certificateholders for such
      Distribution Date. Any disclosure in addition to the monthly statement required
      to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be
      determined and prepared by the entity that is indicated in Exhibit B as the
      responsible party for providing that information, and the Trust Administrator
      will have no duty or liability to verify the accuracy or sufficiency of any
      such
      Additional Form 10-D Disclosure and the Trust Administrator shall have no
      liability with respect to any failure to properly prepare or file such Form
      10-D
      resulting from or relating to the Trust Administrator’s inability or failure to
      obtain any information in a timely manner from the party responsible for
      delivery of such Additional Form 10-D Disclosure.

     

    Within
      5
      calendar days after the related Distribution Date (or if not a Business Day,
      the
      immediately preceding Business Day), each entity that is indicated in Exhibit
      B
      as the responsible party for providing Additional Form 10-D Disclosure shall
      be
      required to provide to the Trust
      Administrator and
      the
      Depositor, to the extent known, clearly identifying which item of Form 10-D
      the
      information relates to, any Additional Form 10-D Disclosure, if applicable.
      The
      Trust Administrator shall compile the information provided to it, prepare the
      Form 10-D and forward the Form 10-D to the Depositor for verification. The
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the Form 10-D. No later than three Business Days prior to the 10th
      calendar
      day after the related Distribution Date, an officer of the Depositor shall
      sign
      the Form 10-D and return an electronic or fax copy of such signed Form 10-D
      (with an original executed hard copy to follow by overnight mail) to the Trust
      Administrator.

     

    (ii)  Within
      three (3) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall
      prepare and file any Form 8-K, as required by the Exchange Act, (other than
      the
      initial Form 8-K in connection with the issuance of the Certificates, which
      shall be prepared and filed by the Depositor). Any disclosure or information
      related to a Reportable Event or that is otherwise required to be included
      on
      Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by
      the entity that is indicated in Exhibit B as the responsible party for providing
      that information. The Trust Administrator shall not be responsible for
      determining what information is required to be filed on Form 8-K or for any
      filing that is not made on a timely basis in accordance with Regulation AB
      in
      the event that such information is not delivered to the Trust Administrator
      on
      or prior to the fourth Business Day prior to the applicable filing
      deadline.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit B as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Trust Administrator, to the extent known, the form
      and substance of any Form 8-K Disclosure Information, if applicable. The Trust
      Administrator shall compile the information provided to it, and prepare and
      file
      the Form 8-K, which shall be signed by an officer of the Depositor.

     

    (iii) Prior
      to
      January 30 of the first year in which the Trust Administrator is able to do
      so
      under applicable law, the Trust Administrator shall, in accordance with industry
      standards, file a Form 15 Suspension Notice with respect to the Trust Fund,
      if
      applicable. Prior to (x) March 1, 2008 and (y) unless and until a Form 15
      Suspension Notice shall have been filed, prior to March 1st
      of each
      year thereafter, the Servicer shall provide the Trust Administrator with an
      Annual Compliance Statement, together with a copy of the Assessment of
      Compliance and Attestation Report to be delivered by the Servicer pursuant
      to
      Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or any
      subcontractor, if required to be filed). Prior to (x) March 31, 2008 and (y)
      unless and until a Form 15 Suspension Notice shall have been filed, March 31
      of
      each year thereafter, the Trust Administrator shall file a Form 10-K, in
      substance as required by applicable law or applicable Securities and Exchange
      Commission staff’s interpretations and conforming to industry standards, with
      respect to the Trust Fund. Such Form 10-K shall include the Assessment of
      Compliance, Attestation Report, Annual Compliance Statements and other
      documentation provided by the Servicer pursuant to Sections 3.20 and 3.21
      (including with respect to any Sub-Servicer or subcontractor, if required to
      be
      filed) and Section 3.21 with respect to the Trust Administrator, and the Form
      10-K certification in the form attached hereto as Exhibit H-1 (the
“Certification”) signed by the senior officer of the Depositor in charge of
      securitization. The Trust Administrator shall receive the items described in
      the
      preceding sentence no later than March 1st
      of each
      calendar year prior to the filing deadline for the Form 10-K. If the Servicer
      does not deliver such items by March 1st
      of any
      year, either the Trust Administrator or the Depositor shall provide the Servicer
      with written notice of its failure to deliver such items and the Servicer shall
      have 10 calendar days from the date of its receipt of such written notice to
      cure such failure to deliver.

     

    If
      information, data and exhibits to be included in the Form 10-K are not so timely
      delivered, the Trust Administrator shall file an amended Form 10-K
      including such documents as exhibits reasonably promptly after they are
      delivered to the Trust Administrator. The Trust Administrator shall have no
      liability with respect to any failure to properly prepare or file such periodic
      reports resulting from or relating to the Trust Administrator’s inability or
      failure to timely obtain any information from any other party.

     

    Prior
      to
      (x) March 1, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1st
      of each
      year thereafter, each entity that is indicated in Exhibit B as the responsible
      party for providing Additional Form 10-K Disclosure shall be required to provide
      to the Trust Administrator and the Depositor, to the extent known, the form
      and
      substance of any Additional Form 10-K Disclosure Information, if applicable.
      The
      Trust Administrator shall compile the information provided to it, prepare the
      Form 10-K and forward the Form 10-K to the Depositor for verification. The
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the Form 10-K by no later than March 25th
      of the
      relevant year (or the immediately preceding Business Day if March 25th
      is not a
      Business Day), an officer of the Depositor shall sign the Form 10-K and return
      an electronic or fax copy of such signed Form 10-K (with an original executed
      hard copy to follow by overnight mail) to the Trust Administrator.

     

    The
      Servicer shall be responsible for determining the pool concentration applicable
      to any Sub-Servicer to which the Servicer delegated any of its responsibilities
      with respect to the Mortgage Loans at any time, for purposes of disclosure
      as
      required by Items 1117 and 1119 of Regulation AB. The Trust Administrator will
      provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free
      of charge to any Certificateholder upon written request. Any expenses incurred
      by the Trust Administrator in connection with the previous sentence shall be
      reimbursable to the Trust Administrator out of the Trust Fund.

     

    The
      Trust
      Administrator shall sign a certification (in the form attached hereto as
      Exhibit H-2) for the benefit of the Depositor and its officers, directors
      and Affiliates in respect of items 1 through 3 of the Certification (the “Trust
      Administrator Certification”) (provided, however, that the Trust Administrator
      shall not undertake an analysis of the Attestation Report attached as an exhibit
      to the Form 10-K), and the Servicer shall sign a certification (the “Servicer
      Certification”) solely with respect to the Servicer (substantially in the form
      attached hereto as Exhibit H-3) for the benefit of the Depositor, the Trust
      Administrator and each Person, if any, who “controls” the Depositor or the Trust
      Administrator within the meaning of the Securities Act of 1933, as amended,
      and
      their respective officers and directors; provided, however, that neither the
      Trust Administrator Certification nor the Servicer Certification shall be filed
      as an exhibit to, or included in, any filing with the Commission. Each such
      certification shall be delivered to the Depositor and the Trust Administrator
      by
      March 20th
      of each
      year (or if not a Business Day, the immediately preceding Business Day). The
      Certification attached hereto as Exhibit H-1 shall be delivered to the
      Trust Administrator by March 25th
      for
      filing on or prior to March 31st
      of each
      year (or if not a Business Day, the immediately preceding Business
      Day).

     

    (b)  In
      addition, (A) the Trust Administrator shall indemnify and hold harmless the
      Depositor, the Servicer 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 solely and directly based upon (i)
      a
      breach of the Trust Administrator’s obligations under this Section 4.07 or (ii)
      any material misstatement or omission contained in the Trust Administrator
      Certification and (B) the Servicer shall indemnify and hold harmless the
      Depositor, the Trust Administrator and their respective officers, directors
      and
      Affiliates from and against any actual losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that such Person may sustain arising out of third
      party claims based upon (i) a breach of the Servicer’s obligations under this
      Section 4.07, (ii) any material misstatement or omission contained in the
      Assessment of Compliance provided by the Servicer pursuant to Section 3.21
      or
      (iii) any information correctly derived by the Trust Administrator and included
      in a Form 10-D or Form 10-K from information provided to the Trust Administrator
      by the Servicer under this Agreement. If the indemnification provided for herein
      is unavailable or insufficient to hold harmless the Depositor, then (i) the
      Trust Administrator agrees that it shall contribute to the amount paid or
      payable by the Depositor as a result of the losses, claims, damages or
      liabilities of the Depositor in such proportion as is appropriate to reflect
      the
      relative fault of the Depositor on the one hand and the Trust Administrator
      on
      the other and (ii) the Servicer agrees that it shall contribute to the amount
      paid or payable by the Depositor as a result of the losses, claims, damages
      or
      liabilities of the Depositor in such proportion as is appropriate to reflect
      the
      relative fault of the Depositor on the one hand and the Servicer on the other.
      Notwithstanding the foregoing, in no event shall the Trust Administrator or
      the
      Servicer be liable for any special, consequential, indirect or punitive
      damages.

     

    
      	SECTION
              4.08  	
              Cap
                Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Trustee shall establish and maintain with itself
      or
      the Cap Administrator, a separate, segregated trust account titled, “Citibank,
      N.A, as Cap Trustee, in trust for the registered holders of Citigroup Mortgage
      Loan Trust 2007-AHL1, Asset-Backed Certificates, Series 2007-AHL1—Cap Account.”
Such account shall be an Eligible Account and amounts therein shall be held
      uninvested.

     

    (b)  Prior
      to
      each Distribution Date, pursuant to the Cap Administration Agreement, prior
      to
      any distribution to any Certificate, the Cap Administrator on behalf of the
      Cap
      Trustee shall deposit into the Cap Account amounts received by it under the
      Interest Rate Cap Agreement, for distribution in accordance with Section
      4.01(a)(6) above. 

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Cap Account be disregarded as an entity
      separate from the Holder of the Class CE Certificates unless and until the
      date
      when either (a) there is more than one Class CE Certificateholder or (b) any
      Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Cap Account for federal income
      tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the Cap
      Account be treated as a partnership. If the Cap Account becomes characterized
      as
      a partnership for federal income tax purposes, the Trust Administrator shall
      (i)
      obtain, or cause to be obtained, a taxpayer identification number for the Cap
      Account and (ii) prepare and file, or cause to be prepared and filed, any
      necessary federal, state or local tax returns for the Cap Account. The Cap
      Account will be an “outside reserve fund” within the meaning of Treasury
      Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or
      the
      payment in full of the Floating Rate Certificates, all amounts remaining on
      deposit in the Cap Account shall be released by the Trust Fund and distributed
      to the Class CE Certificateholders or their designees. The Cap Account shall
      be
      part of the Trust Fund but not part of any Trust REMIC and any payments to
      the
      Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts
      will
      not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860(G)(a)(1).

     

    By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      to direct the Trust Administrator, and the Trust Administrator is hereby
      directed, to deposit into the Cap Account the amounts described above on each
      Distribution Date. 

     

    
      	SECTION
              4.09  	
              Collateral
                Account.

            


    

     

    The
      Trust
      Administrator (in its capacity as Cap Trustee) is hereby directed to perform
      the
      obligations of the Custodian as defined under the Interest Rate Cap Credit
      Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
      Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap
      Collateral Account. The Interest Rate Cap Collateral Account shall be held
      in
      the name of the Interest Rate Cap Custodian in trust for the benefit of the
      Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
      Account and shall be titled “Interest Rate Cap Collateral Account, Citibank,
      N.A., as Interest Rate Cap Custodian for registered Certificateholders of
      Citigroup Mortgage Loan Trust 2007-AHL1, Asset-Backed Pass-Through Certificates,
      Series 2007-AHL1.” 

     

    The
      Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral
      Account all collateral posted by the Interest Rate Cap Provider to secure the
      obligations of the Interest Rate Cap Provider in accordance with the terms
      of
      the Interest Rate Cap Agreement. Except for investment earnings, the Interest
      Rate Cap Provider shall not have any legal, equitable or beneficial interest
      in
      the Interest Rate Cap Collateral Account other than in accordance with this
      Agreement, the Interest Rate Cap Agreement, and applicable law. The Interest
      Rate Cap Custodian shall maintain and apply all collateral earnings thereon
      on
      deposit in the Interest Rate Cap Collateral Account in accordance with the
      Interest Rate Cap Credit Support Annex. 

     

    Cash
      collateral posted by the Interest Rate Cap Provider in accordance with the
      Interest Rate Cap Credit Support Annex shall be invested at the written
      direction of the Interest Rate Cap Provider in Permitted Investments in
      accordance with the requirements of the Interest Rate Cap Credit Support Annex.
      All amounts earned on amounts on deposit in the Interest Rate Cap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Interest Rate Cap Provider. 

     

    In
      no
      event shall the Interest Rate Cap Custodian be liable for the selection of
      Permitted Investments or for investment losses incurred thereon. The Interest
      Rate Cap Custodian shall have no liability in respect of losses incurred as
      a
      result of the liquidation of any Permitted Investments prior to its stated
      maturity or failure of the Interest Rate Cap Provider to provide timely written
      direction.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Cap Agreement) with respect to the Interest Rate Cap Provider
      or
      upon occurrence or designation of an Early Termination Date (as defined in
      the
      Interest Rate Cap Agreement) as a result of any such Event of Default or
      Specified Condition with respect to the Interest Rate Cap Provider, and, in
      either such case, unless the Interest Rate Cap Provider has paid in full all
      of
      its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
      that
      are then due, then any collateral posted by the Interest Rate Cap Provider
      in
      accordance with the Interest Rate Cap Credit Support Annex shall be applied
      to
      the payment of any Obligations due to Party B (as defined in the Interest Rate
      Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex.
      Any excess amounts held in such Interest Rate Cap Collateral Account after
      payment of all amounts owing to Party B under the Interest Rate Cap Agreement
      shall be withdrawn from the Interest Rate Cap Collateral Account and paid to
      the
      Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit
      Support Annex. 

     

    
      	SECTION
              4.10  	
              Rights
                and Obligations Under the Interest Rate Cap
                Agreement.

            


    

     

    In
      the
      event that the Interest Rate Cap Provider fails to perform any of its
      obligations under the Interest Rate Cap Agreement (including, without
      limitation, its obligation to make any payment or transfer collateral), or
      breaches any of its representations and warranties thereunder, or in the event
      that any Event of Default, Termination Event, or Additional Termination Event
      (each as defined in the Interest Rate Cap Agreement) occurs with respect to
      the
      Interest Rate Cap Agreement, the Trust Administrator (in its capacity as Cap
      Trustee) shall, promptly following actual knowledge of such failure, breach
      or
      event, notify the Depositor and send any notices and make any demands, on behalf
      of the Cap Trust, required to enforce the rights of the Cap Trust under the
      Interest Rate Cap Agreement.

     

    In
      the
      event that the Interest Rate Cap Provider’s obligations are guaranteed by a
      third party under a guaranty relating to the Interest Rate Cap Agreement (such
      guaranty the “Guaranty” and such third party the “Guarantor”), then to the
      extent that the Interest Rate Cap Provider fails to make any payment by the
      close of business on the day it is required to make payment under the terms
      of
      the Interest Rate Cap Agreement, the Trust Administrator (in its capacity as
      Cap
      Trustee) shall, promptly following actual knowledge of the Interest Rate Cap
      Provider’s failure to pay, demand that the Guarantor make any and all payments
      then required to be made by the Guarantor pursuant to such Guaranty; provided,
      that the Trust Administrator (in its capacity as Cap Trustee) shall in no event
      be liable for any failure or delay in the performance by the Interest Rate
      Cap
      Provider or any Guarantor of its obligations hereunder or pursuant to the
      Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
      or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits) in connection therewith.

     

    Upon
      an
      early termination of the Interest Rate Cap Agreement other than in connection
      with the optional termination of the Trust, the Trust Administrator (in its
      capacity as Cap Trustee) will, at the direction of the Depositor, use reasonable
      efforts to appoint a successor interest rate cap provider to enter into a new
      interest rate cap agreement on terms substantially similar to the Interest
      Rate
      Cap Agreement, with a successor interest rate cap provider meeting all
      applicable eligibility requirements. If the Trust Administrator (in its capacity
      as Cap Trustee) receives a termination payment from the Interest Rate Cap
      Provider in connection with such early termination, the Trust Administrator
      (in
      its capacity as Cap Trustee) will apply such termination payment to any upfront
      payment required to appoint the successor interest rate cap provider. If the
      Trust Administrator (in its capacity as Cap Trustee) is required to pay a
      termination payment to the Interest Rate Cap Provider in connection with such
      early termination, the Trust Administrator (in its capacity as Cap Trustee)
      will
      apply any upfront payment received from the successor interest rate cap provider
      to pay such termination payment.

     

    If
      the
      Trust Administrator (in its capacity as Cap Trustee) is unable to appoint a
      successor interest rate cap provider within 30 days of the early termination,
      then the Trust Administrator (in its capacity as Cap Trustee) will deposit
      any
      termination payment received from the original Interest Rate Cap Provider into
      a
      separate, non-interest bearing reserve account and will, on each subsequent
      Distribution Date, withdraw from the amount then remaining on deposit in such
      reserve account an amount equal to the payment, if any, that would have been
      paid to the Trust Administrator (in its capacity as Cap Trustee) by the original
      Interest Rate Cap Provider calculated in accordance with the terms of the
      original Interest Rate Cap Agreement, and distribute such amount in accordance
      with the terms of Section 4.01(a)(6).

     

    Upon
      an
      early termination of the Interest Rate Cap Agreement in connection with the
      optional termination of the Trust, if the Trust Administrator (in its capacity
      as Cap Trustee) receives a termination payment from the Interest Rate Cap
      Provider, such termination payment will be distributed in accordance with
      Section 4.01(a)(6).

     

     

     

    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-19. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed, authenticated and delivered
      by the Trust Administrator to or upon the order of the Depositor. The
      Certificates shall be executed and attested by manual or facsimile signature
      on
      behalf of the Trust Administrator by an authorized signatory. Certificates
      bearing the manual or facsimile signatures of individuals who were at any time
      the proper officers of the Trust Administrator shall bind the Trust
      Administrator, notwithstanding that such individuals or any of them have ceased
      to hold such offices prior to the execution, authentication and delivery of
      such
      Certificates or did not hold such offices at the date of such Certificates.
      No
      Certificate shall be entitled to any benefit under this Agreement or be valid
      for any purpose, unless there appears on such Certificate a certificate of
      authentication substantially in the form provided herein executed by the Trust
      Administrator by manual signature, and such certificate of authentication shall
      be conclusive evidence, and the only evidence, that such Certificate has been
      duly authenticated and delivered hereunder. All Certificates shall be dated
      the
      date of their authentication.

     

    (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 Trust Administrator except to another Depository
      that
      agrees to hold such Certificates for the respective Certificate Owners with
      Ownership Interests therein. The Certificate Owners shall hold their respective
      Ownership Interests in and to such Certificates through the book-entry
      facilities of the Depository and, except as provided below, shall not be
      entitled to definitive, fully registered Certificates (“Definitive
      Certificates”) in respect of such Ownership Interests. All transfers by
      Certificate Owners of their respective Ownership Interests in the Book-Entry
      Certificates shall be made in accordance with the procedures established by
      the
      Depository Participant or brokerage firm representing such Certificate Owner.
      Each Depository Participant shall only transfer the Ownership Interests in
      the
      Book-Entry Certificates of Certificate Owners it represents or of brokerage
      firms for which it acts as agent in accordance with the Depository’s normal
      procedures. The Trust Administrator is hereby initially appointed as the
      Book-Entry Custodian and hereby agrees to act as such in accordance herewith
      and
      in accordance with the agreement that it has with the Depository authorizing
      it
      to act as such. The Book-Entry Custodian may, and if it is no longer qualified
      to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
      delivered to the Depositor, the Servicer and the Trust Administrator, any other
      transfer agent (including the Depository or any successor Depository) to act
      as
      Book-Entry Custodian under such conditions as the predecessor Book-Entry
      Custodian and the Depository or any successor Depository may prescribe, provided
      that the predecessor Book-Entry Custodian shall not be relieved of any of its
      duties or responsibilities by reason of any such appointment of other than
      the
      Depository. If the Trust Administrator resigns or is removed in accordance
      with
      the terms hereof, the successor Trust Administrator or, if it so elects, the
      Depository shall immediately succeed to its predecessor’s duties as Book-Entry
      Custodian. The Depositor shall have the right to inspect, and to obtain copies
      of, any Certificates held as Book-Entry Certificates by the Book-Entry
      Custodian.

     

    The
      Trustee, the Trust Administrator, the Servicer and the Depositor may for all
      purposes (including the making of payments due on the Book-Entry Certificates)
      deal with the Depository as the authorized representative of the Certificate
      Owners with respect to the Book-Entry Certificates for the purposes of
      exercising the rights of Certificateholders hereunder. The rights of Certificate
      Owners with respect to the Book-Entry Certificates shall be limited to those
      established by law and agreements between such Certificate Owners and the
      Depository Participants and brokerage firms representing such Certificate
      Owners. Multiple requests and directions from, and votes of, the Depository
      as
      Holder of the Book-Entry Certificates with respect to any particular matter
      shall not be deemed inconsistent if they are made with respect to different
      Certificate Owners. The Trust Administrator may establish a reasonable record
      date in connection with solicitations of consents from or voting by
      Certificateholders and shall give notice to the Depository of such record
      date.

     

    If
      (i)(A)
      the Depositor advises the Trust Administrator in writing that the Depository
      is
      no longer willing or able to properly discharge its responsibilities as
      Depository, and (B) the Depositor is unable to locate a qualified successor
      or
      (ii) after the occurrence of a Servicer Event of Default, Certificate Owners
      representing in the aggregate not less than 51% of the Ownership Interests
      of
      the Book-Entry Certificates advise the Trust Administrator through the
      Depository, in writing, that the continuation of a book-entry system through
      the
      Depository is no longer in the best interests of the Certificate Owners, the
      Trust Administrator shall notify all Certificate Owners, through the Depository,
      of the occurrence of any such event and of the availability of Definitive
      Certificates to Certificate Owners requesting the same. Upon surrender to the
      Trust Administrator of the Book- Entry Certificates by the Book-Entry Custodian
      or the Depository, as applicable, accompanied by registration instructions
      from
      the Depository for registration of transfer, the Trust Administrator shall
      issue
      the Definitive Certificates. Such Definitive Certificates will be issued in
      minimum denominations of $25,000, except that any beneficial ownership that
      was
      represented by a Book-Entry Certificate in an amount less than $25,000
      immediately prior to the issuance of a Definitive Certificate shall be issued
      in
      a minimum denomination equal to the amount represented by such Book-Entry
      Certificate. None of the Depositor, the Servicer, the Trust Administrator or
      the
      Trustee shall be liable for any delay in the delivery of such instructions
      and
      may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Trust Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Trust
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder. 

     

    
      	SECTION
              5.02  	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

    (a)  The
      Trust
      Administrator shall cause to be kept at one of the offices or agencies to be
      appointed by the Trust Administrator in accordance with the provisions of
      Section 8.12 a Certificate Register for the Certificates in which, subject
      to
      such reasonable regulations as it may prescribe, the Trust Administrator shall
      provide for the registration of Certificates and of transfers and exchanges
      of
      Certificates as herein provided. 

     

    (b)  No
      transfer of any Private Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the “1933 Act”), and effective registration or qualification
      under applicable state securities laws, or is made in a transaction that does
      not require such registration or qualification. In the event that such a
      transfer of a Private Certificate is to be made without registration or
      qualification (other than in connection with (i) the initial transfer of any
      such Certificate by the Depositor to an Affiliate of the Depositor or, in the
      case of the Residual Certificates, the first transfer by an Affiliate of the
      Depositor, (ii) the transfer of any such Class CE, Class P or Residual
      Certificate to the issuer under the Indenture or the indenture trustee or
      indenture trustee administrator under the Indenture or (iii) a transfer of
      any
      such Class CE, Class P or Residual Certificate from the issuer under the
      Indenture or the indenture trustee or indenture trustee administrator under
      the
      Indenture to the Depositor or an Affiliate of the Depositor), the Trustee shall
      require receipt of: (i) if such transfer is purportedly being made in reliance
      upon Rule 144A under the 1933 Act, written certifications from the
      Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the forms attached
      hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Trust Administrator, the Servicer, in its capacity
      as such, or any Sub-Servicer), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any. None of the Depositor, the Trust Administrator or
      the
      Trustee is obligated to register or qualify any such Certificates under the
      1933
      Act or any other securities laws or to take any action not otherwise required
      under this Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Certificateholder desiring to effect the
      transfer of any such Certificate shall, and does hereby agree to, indemnify
      the
      Trustee, the Trust Administrator, the Depositor and the Servicer against any
      liability that may result if the transfer is not so exempt or is not made in
      accordance with such federal and state laws.

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferee will be deemed to have made each of the transferee
      representations and warranties set forth Exhibit F-1 hereto in respect of such
      interest as if it was evidenced by a Definitive Certificate. The Certificate
      Owner of any such Ownership Interest in any such Book-Entry Certificate desiring
      to effect such transfer shall, and does hereby agree to, indemnify the Trustee
      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.

     

    No
      transfer of a Private 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 Department
      of Labor regulation promulgated at 29 C.F.R.§ 2510.3-101 (“Plan Assets”), as
      certified by such transferee in the form of Exhibit G, unless, (i) in the case
      of a Class CE Certificate, a Class P Certificate or Residual Certificate, the
      Trust Administrator is provided with an Opinion of Counsel on which the Trust
      Administrator, the Depositor, the Trustee and the Servicer may rely, to the
      effect that the purchase of such Certificates is permissible under ERISA and
      the
      Code, will not constitute or result in any non-exempt prohibited transaction
      under ERISA or Section 4975 of the Code and will not subject the Depositor,
      the
      Servicer, the Trustee, the Trust Administrator or the Trust Fund to any
      obligation or liability (including obligations or liabilities under ERISA or
      Section 4975 of the Code) in addition to those undertaken in this Agreement,
      which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
      the Trustee, the Trust Administrator or the Trust Fund or (ii) in the case
      of a
      Class M-10 or Class M-11 Certificate, (1) such Person is an insurance company,
      (2) the source of funds used to acquire or hold the Certificate or interest
      therein is an “insurance company general account,” as such term is defined in
      Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in
      Sections I and III of PTCE 95-60 have been satisfied. Neither a certification
      nor an Opinion of Counsel will be required in connection with (i) the initial
      transfer of any such Certificate by the Depositor to an Affiliate of the
      Depositor or, in the case of the Residual Certificates, the first transfer
      by an
      Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P
      or
      Residual Certificate to the issuer under the Indenture or the indenture trustee
      under the Indenture or (iii) a transfer of any such Class CE, Class P or
      Residual Certificate from the issuer under the Indenture or the indenture
      trustee under the Indenture to the Depositor or an Affiliate of the Depositor
      (in which case, the Depositor or any Affiliate thereof shall have deemed to
      have
      represented that such Affiliate is not a Plan or a Person investing Plan Assets)
      and the Trust Administrator shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Trust Administrator, shall be
      a
      written representation) from the Depositor of the status of such transferee
      as
      an affiliate of the Depositor.

     

    Each
      beneficial owner of a Mezzanine Certificate or any interest therein shall be
      deemed to have represented, by virtue of its acquisition or holding of that
      certificate or interest therein, that either (i) it is not a Plan investor,
      (ii)
      for Mezzanine Certificates other than the Class M-10 or Class M-11 Certificates,
      it has acquired and is holding such Mezzanine Certificate in reliance on
      Prohibited Transaction Exemption (“PTE”) 91-23, as amended by PTE 97-34, PTE
      2000-58 and PTE 2002-41 (the “Underwriters’ Exemption”), and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that such Mezzanine Certificate must be rated, at the
      time
      of purchase, not lower than “BBB-” (or its equivalent) by S&P or Moody’s and
      the Certificates are so rated or (iii) (1) it is an insurance company, (2)
      the
      source of funds used to acquire or hold the Certificate or interest therein
      is
      an “insurance company general account,” as such term is defined in PTCE 95-60,
      and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    If
      any
      Private Certificate or Mezzanine 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 two paragraphs shall indemnify and hold harmless the Depositor,
      the Servicer, the Trustee, the Trust Administrator and the Trust Fund from
      and
      against any and all liabilities, claims, costs or expenses incurred by those
      parties as a result of that acquisition or holding.

     

    No
      transfer of any Class CE Certificate shall be made unless the proposed
      transferee of such Class CE Certificate (1) provides to the Trustee the
      appropriate tax certification forms that would eliminate any withholding or
      deduction for taxes from amounts payable by the Cap Provider, pursuant to the
      Interest Rate Cap Agreement, to the Cap Trustee (i.e., IRS Form W-9 or IRS
      Form
      W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto),
      together with any applicable attachments) and (2) agrees to update such form
      (a)
      upon expiration of any such form, (b) as required under then applicable U.S.
      Treasury regulations and (c) promptly upon learning that such form has become
      obsolete or incorrect, each as a condition to such transfer. In addition, no
      transfer of any Class CE Certificate shall be made if such transfer would cause
      the Cap Trust to be beneficially owned by two or more persons for federal income
      tax purposes, or continue to be so treated, unless (i) each proposed transferee
      of such Class CE Certificate complies with the foregoing conditions, (ii) the
      proposed majority holder of the Class CE Certificates (or each holder, if there
      is or would be no majority holder) (A) provides, or causes to be provided,
      on
      behalf of the Cap Trust, if applicable, the appropriate tax certification form
      that would be required from the Cap Trust to eliminate any withholding or
      deduction for taxes from amounts payable by the Cap Provider, pursuant to the
      Interest Rate Cap Agreement, to the Cap Trustee (i.e., IRS Form W-9 or IRS
      Form
      W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto),
      together with any applicable attachments) and (B) agrees to update such form
      (x)
      upon expiration of any such form, (y) as required under then applicable U.S.
      Treasury regulations and (z) promptly upon learning that such form has become
      obsolete or incorrect. If, under applicable U.S. Treasury regulations, such
      tax
      certification form may only be signed by a trustee acting on behalf of the
      Cap
      Trust, then the Cap Trustee shall sign such certification form if so requested
      by a holder of the Class CE Certificates. Upon receipt of any tax certification
      form pursuant to the preceding conditions from a proposed transferee of any
      Class CE Certificate, the Trustee shall forward each tax certification form
      attributable to the Interest Rate Cap Agreement to the Cap Trustee. The Cap
      Trustee shall forward such tax certification forms provided to them to the
      Cap
      Provider. Each holder of a Class CE Certificate and each transferee thereof
      shall be deemed to have consented to the Cap Trustee forwarding to the Cap
      Provider any tax certification form it has provided and updated in accordance
      with these transfer restrictions. Any purported sales or transfers of any Class
      CE Certificate to a transferee which does not comply with the requirements
      of
      this paragraph shall be deemed null and void under this Agreement.

     

    (c)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Trust Administrator or its designee under clause (iii)(A) below
      to deliver payments to a Person other than such Person and to negotiate the
      terms of any mandatory sale under clause (iii)(B) below and to execute all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

     

    (A)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trust
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Trust Administrator shall require delivery to it and shall
      not
      register the Transfer of any Residual Certificate until its receipt of an
      affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
      attached hereto as Exhibit F-2, from the proposed Transferee, in form and
      substance satisfactory to the Trust Administrator, representing and warranting,
      among other things, that such Transferee is a Permitted Transferee, that it
      is
      not acquiring its Ownership Interest in the Residual Certificate that is the
      subject of the proposed Transfer as a nominee, trustee or agent for any Person
      that is not a Permitted Transferee, that for so long as it retains its Ownership
      Interest in a Residual Certificate, it will endeavor to remain a Permitted
      Transferee, and that it has reviewed the provisions of this Section 5.02(d)
      and
      agrees to be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if a Responsible Officer of the Trust Administrator
      who
      is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (y) not to transfer its Ownership Interest unless
      it
      provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
      hereto as Exhibit F-2, to the Trust Administrator stating that, among other
      things, it has no actual knowledge that such other Person is not a Permitted
      Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the Trust
      Administrator written notice that it is a “pass-through interest holder” within
      the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A)
      immediately upon acquiring an Ownership Interest in a Residual Certificate,
      if
      it is, or is holding an Ownership Interest in a Residual Certificate on behalf
      of, a “pass-through interest holder.”

     

    (ii)  The
      Trust
      Administrator will register the Transfer of any Residual Certificate only if
      it
      shall have received the Transfer Affidavit and Agreement and all of such other
      documents as shall have been reasonably required by the Trust Administrator
      as a
      condition to such registration. In addition, no Transfer of a Residual
      Certificate shall be made unless the Trust Administrator shall have received
      a
      representation letter from the Transferee of such Certificate to the effect
      that
      such Transferee is a Permitted Transferee.

     

    (iii)  (A)
      If any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 5.02(d), then the last preceding
      Permitted Transferee shall be restored, to the extent permitted by law, to
      all
      rights as Holder thereof retroactive to the date of registration of such
      Transfer of such Residual Certificate. The Trust Administrator shall be under
      no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by this Section 5.02(d) or for making
      any payments due on such Certificate to the Holder thereof or for taking any
      other action with respect to such Holder under the provisions of this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the restrictions in this Section 5.02(d) and to the extent that
      the
      retroactive restoration of the rights of the Holder of such Residual Certificate
      as described in clause (iii)(A) above shall be invalid, illegal or
      unenforceable, then the Trust Administrator shall have the right, without notice
      to the Holder or any prior Holder of such Residual Certificate, to sell such
      Residual Certificate to a purchaser selected by the Trust Administrator on
      such
      terms as the Trust Administrator may choose. Such purported Transferee shall
      promptly endorse and deliver each Residual Certificate in accordance with the
      instructions of the Trust Administrator. Such purchaser may be the Trust
      Administrator itself or any Affiliate of the Trust Administrator. The proceeds
      of such sale, net of the commissions (which may include commissions payable
      to
      the Trust Administrator or its Affiliates), expenses and taxes due, if any,
      will
      be remitted by the Trust Administrator to such purported Transferee. The terms
      and conditions of any sale under this clause (iii)(B) shall be determined in
      the
      sole discretion of the Trust Administrator, and the Trust Administrator shall
      not be liable to any Person having an Ownership Interest in a Residual
      Certificate as a result of its exercise of such discretion.

     

    (iv)  The
      Trust
      Administrator shall make available to the Internal Revenue Service and those
      Persons specified by the REMIC Provisions all information necessary to compute
      any tax imposed (A) as a result of the Transfer of an Ownership Interest in
      a
      Residual Certificate to any Person who is a Disqualified Organization, including
      the information described in Treasury regulations sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
      Certificate and (B) as a result of any regulated investment company, real estate
      investment trust, common trust fund, partnership, trust, estate or organization
      described in Section 1381 of the Code that holds an Ownership Interest in a
      Residual Certificate having as among its record holders at any time any Person
      which is a Disqualified Organization. Reasonable compensation for providing
      such
      information may be accepted by the Trust Administrator.

     

    (v)  The
      provisions of this Section 5.02(d) set forth prior to this subsection (v) may
      be
      modified, added to or eliminated, provided that there shall have been delivered
      to the Trust Administrator at the expense of the party seeking to modify, add
      to
      or eliminate any such provision the following:

     

    (A)  written
      notification from the Rating Agencies to the effect that the modification,
      addition to or elimination of such provisions will not cause the Rating Agencies
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Trust
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause (x) any Trust REMIC to be subject to
      an
      entity-level tax caused by the Transfer of any Residual Certificate to a Person
      that is not a Permitted Transferee or (y) a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Trust Administrator maintained for
      such purpose pursuant to Section 8.12, the Trust Administrator shall execute,
      authenticate and deliver, in the name of the designated Transferee or
      Transferees, one or more new Certificates of the same Class of a like aggregate
      Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Trust Administrator maintained for
      such
      purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered
      for exchange, upon notice from the Trust Administrator, the Trust Administrator
      shall execute, authenticate and deliver, the Certificates which the
      Certificateholder making the exchange is entitled to receive. Every Certificate
      presented or surrendered for transfer or exchange shall (if so required by
      the
      Trust Administrator) be duly endorsed by, or be accompanied by a written
      instrument of transfer in the form satisfactory to the Trust Administrator
      duly
      executed by, the Holder thereof or his attorney duly authorized in writing.
      In
      addition, (i) with respect to each Class R Certificate, the Holder thereof
      may
      exchange, in the manner described above, such Class R Certificate for two
      separate Certificates, each representing such Holder’s respective Percentage
      Interest in the Class R-I Interest and the Class R-II Interest that was
      evidenced by the Class R Certificate being exchanged and (ii) with respect
      to
      each Class R-X Certificate, the Holder thereof may exchange, in the manner
      described above, such Class R-X Certificate for two separate Certificates,
      each
      representing such Holder’s respective Percentage Interest in the Class R-III
      Interest and the Class R-IV Interest, respectively, in each case that was
      evidenced by the Class R-X Certificate being exchanged.

     

    (f)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Trust Administrator may require payment of
      a
      sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    (g)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Trust Administrator in accordance with its customary
      procedures.

     

    
      	SECTION
              5.03  	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trust Administrator, or the
      Trust Administrator receive evidence to its satisfaction of the destruction,
      loss or theft of any Certificate, and (ii) there is delivered to the Trustee
      and
      the Trust Administrator such security or indemnity as may be required by them
      to
      save each of them harmless, then, in the absence of actual knowledge by the
      Trust Administrator that such Certificate has been acquired by a bona fide
      purchaser, the Trust Administrator shall execute, authenticate and deliver,
      in
      exchange for or in lieu of any such mutilated, destroyed, lost or stolen
      Certificate, a new Certificate of the same Class and of like denomination and
      Percentage Interest. Upon the issuance of any new Certificate under this
      Section, the Trust Administrator may require the payment of a sum sufficient
      to
      cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trust
      Administrator) connected therewith. Any replacement Certificate issued pursuant
      to this Section shall constitute complete and indefeasible evidence of ownership
      in the applicable REMIC created hereunder, as if originally issued, whether
      or
      not the lost, stolen or destroyed Certificate shall be found at any
      time.

     

    
      	SECTION
              5.04  	
              Persons
                Deemed Owners.

            


    

     

    The
      Depositor, the Servicer, the Trustee, the Trust Administrator and any agent
      of
      any of them may treat the Person in whose name any Certificate is registered
      as
      the owner of such Certificate for the purpose of receiving distributions
      pursuant to Section 4.01 and for all other purposes whatsoever, and none of
      the
      Depositor, the Servicer, the Trustee, the Trust Administrator or any agent
      of
      any of them shall be affected by notice to the contrary.

     

    
      	SECTION
              5.05  	
              Certain
                Available Information.

            


    

     

    The
      Trust
      Administrator shall maintain at its Corporate Trust Office and shall make
      available free of charge during normal business hours for review by any Holder
      of a Certificate or any Person identified to the Trust Administrator as a
      prospective transferee of a Certificate, originals or copies of the following
      items: (A) this Agreement and any amendments hereof entered into pursuant to
      Section 11.01, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 4.02 since the
      Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date, (C) all certifications
      delivered by a Responsible Officer of the Trust Administrator since the Closing
      Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates
      delivered to the Trust Administrator by the Servicer since the Closing Date
      to
      evidence the Servicer’s determination that any P&I Advance or Servicing
      Advance was, or if made, would be a Nonrecoverable Advance and (E) any and
      all
      Officers’ Certificates delivered to the Trust Administrator by the Servicer
      since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
      and all of the foregoing items will be available from the Trust Administrator
      upon request at the expense of the person requesting the same.

     

     

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR AND THE SERVICER

     

    
      	SECTION
              6.01  	
              Liability
                of the Depositor and the Servicer.

            


    

     

    The
      Servicer shall be liable in accordance herewith only to the extent of the
      obligations specifically imposed by this Agreement and undertaken hereunder
      by
      the Servicer herein. The Depositor shall be liable in accordance herewith only
      to the extent of the obligations specifically imposed by this Agreement and
      undertaken hereunder by the Depositor herein.

     

    
      	SECTION
              6.02  	
              Merger
                or Consolidation of the Depositor or the
                Servicer.

            


    

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Servicer will keep in full effect its existence, rights and franchises as a
      corporation under the laws of the jurisdiction of its incorporation and its
      qualification as an approved conventional seller/servicer for Fannie Mae or
      Freddie Mac in good standing. The Depositor and the Servicer each will obtain
      and preserve its qualification to do business as a foreign corporation in each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of this Agreement, the Certificates or any of the
      Mortgage Loans and to perform its respective duties under this
      Agreement.

     

    The
      Depositor or the Servicer may be merged or consolidated with or into any Person,
      or transfer all or substantially all of its assets to any Person, in which
      case
      any Person resulting from any merger or consolidation to which the Depositor
      or
      the Servicer shall be a party, or any Person succeeding to the business of
      the
      Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, hereunder, without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding; provided, however, that the successor
      or
      surviving Person to the Servicer shall be qualified to service mortgage loans
      on
      behalf of Fannie Mae or Freddie Mac; and provided further that the Rating
      Agencies’ ratings of the Class A Certificates and the Mezzanine Certificates in
      effect immediately prior to such merger or consolidation will not be qualified,
      reduced or withdrawn as a result thereof (as evidenced by a letter to such
      effect from the Rating Agencies).

     

    
      	SECTION
              6.03  	
              Limitation
                on Liability of the Depositor, the Servicer and
                Others.

            


    

     

    None
      of
      the Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager
      or
      any of the directors, officers, employees or agents of the Depositor, the
      Servicer (and any Sub-Servicer) or the Credit Risk Manager shall be under any
      liability to the Trust Fund or the Certificateholders for any action taken
      or
      for refraining from the taking of any action in good faith pursuant to this
      Agreement or the related Sub-Servicing Agreement, as applicable, or for errors
      in judgment; provided, however, that this provision shall not protect the
      Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager or
      any
      such person against any breach of warranties, representations or covenants
      made
      herein, or against any specific liability imposed on the Servicer (and any
      Sub-Servicer) pursuant hereto or the related Sub-Servicing Agreement, as
      applicable, or against any liability which would otherwise be imposed by reason
      of willful misfeasance, bad faith or negligence in the performance of duties
      or
      by reason of reckless disregard of obligations and duties hereunder or the
      related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
      (and
      any Sub-Servicer), the Credit Risk Manager and any director, officer, employee
      or agent of the Depositor, the Servicer or the Credit Risk Manager may rely
      in
      good faith on any document of any kind which, prima
      facie,
      is
      properly executed and submitted by any Person respecting any matters arising
      hereunder or the related Sub-Servicing Agreement, as applicable. The Depositor,
      the Servicer (and any Sub-Servicer), the Credit Risk Manager and any director,
      officer, employee or agent of the Depositor, the Servicer (and any Sub-Servicer)
      or the Credit Risk Manager shall be indemnified and held harmless by the Trust
      Fund against (i) any loss, liability or expense incurred in connection with
      any
      legal action relating to this Agreement or the Certificates (except as any
      such
      loss, liability or expense shall be otherwise reimbursable pursuant to this
      Agreement) or any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      the related Sub-Servicing Agreement, as applicable, or by reason of reckless
      disregard of obligations and duties hereunder or the related Sub-Servicing
      Agreement, as applicable, and (ii) any breach of a representation or warranty
      regarding the Mortgage Loans. None of the Depositor, the Servicer (and any
      Sub-Servicer) or the Credit Risk Manager shall be under any obligation to appear
      in, prosecute or defend any legal action unless such action is related to its
      respective duties under this Agreement or the related Sub-Servicing Agreement,
      as applicable, and, in its opinion, does not involve it in any expense or
      liability; provided, however, that each of the Depositor, the Servicer (and
      any
      Sub-Servicer) and the Credit Risk Manager may in its discretion undertake any
      such action which it may deem necessary or desirable with respect to this
      Agreement or the related Sub-Servicing Agreement, as applicable, and the rights
      and duties of the parties hereto or to the related Sub-Servicing Agreement,
      as
      applicable, and the interests of the Certificateholders hereunder. In such
      event, unless the Depositor, the Servicer (and any Sub-Servicer) or the Credit
      Risk Manager acts without the consent of Holders of Certificates entitled to
      at
      least 51% of the Voting Rights (which consent shall not be necessary in the
      case
      of litigation or other legal action by either to enforce their respective rights
      or defend themselves hereunder or the related Sub-Servicing Agreement, as
      applicable), the legal expenses and costs of such action and any liability
      resulting therefrom (except any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties hereunder
      or the related Sub-Servicing Agreement, as applicable) shall be expenses, costs
      and liabilities of the Trust Fund, and the Depositor (subject to the limitations
      set forth above), the Servicer (and any Sub-Servicer) and the Credit Risk
      Manager shall be entitled to be reimbursed therefor from the Collection Account
      as and to the extent provided in Section 3.11 or from the corresponding
      custodial account established under the related Sub-Servicing Agreement, any
      such right of reimbursement being prior to the rights of the Certificateholders
      to receive any amount in the Collection Account.

     

    
      	SECTION
              6.04  	
              Limitation
                on Resignation of the Servicer.

            


    

     

    The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except (i) upon determination that its duties hereunder are no longer
      permissible under applicable law or (ii) with the written consent of the Trustee
      and the Trust Administrator, which consent may not be unreasonably withheld,
      with written confirmation from the Rating Agencies (which confirmation shall
      be
      furnished to the Depositor, the Trustee and the Trust Administrator) that such
      resignation will not cause the Rating Agencies to reduce the then current rating
      of the Class A Certificates and provided that a qualified successor has agreed
      to assume the duties and obligations of the Servicer hereunder. Any such
      determination pursuant to clause (i) of the preceding sentence permitting the
      resignation of the Servicer shall be evidenced by an Opinion of Counsel to
      such
      effect obtained at the expense of the Servicer and delivered to the Trustee
      and
      the Trust Administrator. No resignation of the Servicer shall become effective
      until the Trust Administrator or the Trustee, as applicable, in accordance
      with
      Section 7.02 hereof, or a successor servicer shall have assumed the Servicer’s
      responsibilities, duties, liabilities (other than those liabilities arising
      prior to the appointment of such successor) and obligations under this
      Agreement.

     

    Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, nor delegate
      to or
      subcontract with, nor authorize or appoint any other Person to perform any
      of
      the duties, covenants or obligations to be performed by the Servicer hereunder.
      If, pursuant to any provision hereof, the duties of the Servicer are transferred
      to a successor servicer, the entire amount of the Servicing Fee and other
      compensation payable to the Servicer pursuant hereto shall thereafter be payable
      to such successor servicer. 

     

    
      	SECTION
              6.05  	
              Rights
                of the Depositor in Respect of the
                Servicer.

            


    

     

    The
      Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
      Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
      Administrator, upon reasonable notice, during normal business hours, access
      to
      all records maintained by the Servicer (and any such Sub-Servicer) in respect
      of
      the Servicer’s rights and obligations hereunder and access to officers of the
      Servicer (and those of any such Sub-Servicer) responsible for such obligations.
      Upon request, the Servicer shall furnish to the Depositor, the Trustee and
      the
      Trust Administrator its (and any such Sub-Servicer’s) most recent financial
      statements of the parent company of the Servicer and such other information
      relating to the Servicer’s capacity to perform its obligations under this
      Agreement that it possesses. To the extent such information is not otherwise
      available to the public, the Depositor, the Trustee and the Trust Administrator
      shall not disseminate any information obtained pursuant to the preceding two
      sentences without the Servicer’s written consent, except as required pursuant to
      this Agreement or to the extent that it is appropriate to do so (i) in working
      with legal counsel, auditors, taxing authorities or other governmental agencies,
      rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
      order, judgment, writ, injunction or decree of any court or governmental
      authority having jurisdiction over the Depositor, the Trustee, the Trust
      Administrator or the Trust Fund, and in either case, the Depositor, the Trustee
      or the Trust Administrator, as the case may be, shall use its best efforts
      to
      assure the confidentiality of any such disseminated non-public information.
      The
      Depositor may, but is not obligated to, enforce the obligations of the Servicer
      under this Agreement and may, but is not obligated to, perform, or cause a
      designee to perform, any defaulted obligation of the Servicer under this
      Agreement or exercise the rights of any Servicer under this Agreement; provided
      that the Servicer shall not be relieved of any of its obligations under this
      Agreement by virtue of such performance by the Depositor or its designee. The
      Depositor shall not have any responsibility or liability for any action or
      failure to act by the Servicer and is not obligated to supervise the performance
      of the Servicer under this Agreement or otherwise.

     

    
      	SECTION
              6.06  	
              Duties
                of the Credit Risk Manager.

            


    

     

    For
      and
      on behalf of the Trust, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the respective Credit Risk Management
      Agreement, and the Credit Risk Manager shall look solely to the Servicer for
      all
      information and data (including loss and delinquency information and data)
      relating to the servicing of the related Mortgage Loans. Upon any termination
      of
      the Credit Risk Manager or the appointment of a successor Credit Risk Manager,
      the Depositor shall give written notice thereof to the Servicer, the Trustee,
      the Trust Administrator and each Rating Agency. Notwithstanding the foregoing,
      the termination of the Credit Risk Manager pursuant to this Section shall not
      become effective until the appointment of a successor Credit Risk
      Manager.

     

    
      	SECTION
              6.07  	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      the
      Trust Administrator or the Depositor for any action taken or for refraining
      from
      the taking of any action made in good faith pursuant to this Agreement, in
      reliance upon information provided by the Servicer under the related Credit
      Risk
      Management Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager or any such person against
      liability that would otherwise be imposed by reason of willful malfeasance
      or
      bad faith in its performance of its duties. The Credit Risk Manager and any
      director, officer, employee, or agent of the Credit Risk Manager may rely in
      good faith on any document of any kind prima
      facie properly
      executed and submitted by any Person respecting any matters arising hereunder,
      and may rely in good faith upon the accuracy of information furnished by the
      Servicer pursuant to the applicable Credit Risk Management Agreement in the
      performance of its duties thereunder and hereunder.

     

    
      	SECTION
              6.08  	
              Removal
                of the Credit Risk Manager.

            


    

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trust
      Administrator.
      Upon
      receipt of such notice, the Trust Administrator shall provide written notice
      to
      the Credit Risk Manager of its removal, which shall be effective upon receipt
      of
      such notice by the Credit Risk Manager.

     

     

     

    ARTICLE
      VII

     

    DEFAULT

     

    
      	SECTION
              7.01  	
              Servicer
                Events of Default.

            


    

     

    “Servicer
      Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure by the Servicer to remit to the Trust Administrator for distribution
      to
      the Certificateholders any payment (other than a P&I Advance required to be
      made from its own funds on any Servicer Remittance Date pursuant to Section
      4.03) required to be made under the terms of the Certificates and this Agreement
      which continues unremedied for a period of two Business Days after the date
      upon
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Servicer by the Depositor, the Trust Administrator or
      the
      Trustee (in which case notice shall be provided by telecopy), or to the
      Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders
      of Certificates entitled to at least 25% of the Voting Rights; or

     

    (ii)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement (other than the agreements of the Servicer contained
      in Section 3.20 and Section 3.21), which continues unremedied for a period
      of 45
      days (or if such failure or breach cannot be remedied within 45 days, then
      such
      remedy shall have been commenced within 45 days and diligently pursued
      thereafter; provided, however, that in no event shall such failure or breach
      be
      allowed to exist for a period of greater than 60 days) after the earlier of
      (i)
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer by the Depositor, the Trust
      Administrator or the Trustee, or to the Servicer, the Depositor, the Trust
      Administrator and the Trustee by the Holders of Certificates entitled to at
      least 25% of the Voting Rights and (ii) actual knowledge of such failure by
      a
      Servicing Officer; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer and
      if
      such proceeding is being contested by the Servicer in good faith such decree
      or
      order shall have remained in force undischarged or unstayed for a period of
      60
      consecutive days or results in the entry of an order for relief or any such
      adjudication or appointment; or

     

    (iv)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or of or
      relating to all or substantially all of its property; or

     

    (v)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; 

     

    (vi)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in Section 3.20 and Section 3.21 (subject to the cure periods set
      forth in such Sections); or

     

    (vii)  any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 4.03 which
      continues unremedied until the close of business for the Servicer on the first
      Business Day after the date upon which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Servicer by the Trust
      Administrator or the Trustee (in which case notice shall be provided by
      telecopy).

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vii) of this Section
      shall occur and be continuing, then, and in each and every such case, so long
      as
      such Servicer Event of Default shall not have been remedied, the Depositor
      or
      the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Servicer (and to the Depositor and the Trust Administrator if
      given by the Trustee or to the Trustee and the Trust Administrator if given
      by
      the Depositor), terminate all of the rights and obligations of the Servicer
      in
      its capacity as the Servicer under this Agreement, to the extent permitted
      by
      law, and in and to the Mortgage Loans and the proceeds thereof.
      If a
      Servicer Event of Default described in clause (viii) hereof shall occur and
      shall not have been remedied during the applicable time period set forth in
      clause (viii) above, the Trust Administrator shall, by notice in writing to
      the
      Servicer and the Depositor, terminate all of the rights and obligations of
      the
      Servicer in its capacity as the Servicer under this Agreement and in and to
      the
      Mortgage Loans and the proceeds thereof. On
      or
      after the receipt by the Servicer of such written notice, all authority and
      power of the Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise, shall pass to and be vested in the Trust Administrator pursuant
      to
      and under this Section and, without limitation, the Trust Administrator is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver on behalf of and at the expense of the Servicer, any and all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Servicer agrees, at its sole
      cost
      and expense, promptly (and in any event no later than ten Business Days
      subsequent to such notice) to provide the Trust Administrator with all documents
      and records requested by it to enable it to assume the Servicer’s functions
      under this Agreement, and to cooperate with the Trust Administrator in effecting
      the termination of the Servicer’s responsibilities and rights under this
      Agreement, including, without limitation, the transfer within one Business
      Day
      to the Trust Administrator for administration by it of all cash amounts which
      at
      the time shall be or should have been credited by the Servicer to the Collection
      Account held by or on behalf of the Servicer, the Distribution Account or any
      REO Account or Servicing Account held by or on behalf of the Servicer or
      thereafter be received with respect to the Mortgage Loans or any REO Property
      serviced by the Servicer (provided, however, that the Servicer shall continue
      to
      be entitled to receive all amounts accrued or owing to it under this Agreement
      on or prior to the date of such termination, whether in respect of P&I
      Advances or otherwise, and shall continue to be entitled to the benefits of
      Section 6.03, notwithstanding any such termination, with respect to events
      occurring prior to such termination). For purposes of this Section 7.01, the
      Trustee and the Trust Administrator shall not be deemed to have knowledge of
      a
      Servicer Event of Default unless a Responsible Officer of the Trustee or the
      Trust Administrator, as the case may be, assigned to and working in the
      Trustee’s or the Trust Administrator’s Corporate Trust Office, as applicable,
      has actual knowledge thereof or unless written notice of any event which is
      in
      fact such a Servicer Event of Default is received by the Trustee or the Trust
      Administrator, as applicable, and such notice references the Certificates,
      the
      Trust Fund or this Agreement.

     

    
      	SECTION
              7.02  	
              Trust
                Administrator or Trustee to Act; Appointment of
                Successor.

            


    

     

    (a)  On
      and
      after the time the Servicer receives a notice of termination, the Trust
      Administrator (and in the event the Trust Administrator fails in its obligation,
      the Trustee) shall be the successor in all respects to the Servicer in its
      capacity as Servicer under this Agreement, the Servicer shall not have the
      right
      to withdraw any funds from the Collection Account without the consent of the
      Trust Administrator or the Trustee, as applicable, and the transactions set
      forth or provided for herein and shall be subject to all the responsibilities,
      duties and liabilities relating thereto and arising thereafter placed on the
      Servicer (except for any representations or warranties of the Servicer under
      this Agreement, the responsibilities, duties and liabilities contained in
      Section 2.03(c) and its obligation to deposit amounts in respect of losses
      pursuant to Section 3.12) by the terms and provisions hereof including, without
      limitation, the Servicer’s obligations to make P&I Advances pursuant to
      Section 4.03; provided, however, that if the Trust Administrator or the Trustee,
      as applicable, is prohibited by law or regulation from obligating itself to
      make
      advances regarding delinquent mortgage loans, then the Trust Administrator
      or
      the Trustee, as applicable, shall not be obligated to make P&I Advances
      pursuant to Section 4.03; and provided further, that any failure to perform
      such
      duties or responsibilities caused by the Servicer’s failure to provide
      information required by Section 7.01 shall not be considered a default by the
      Trust Administrator or the Trustee, as applicable, as successor to the Servicer
      hereunder. As compensation therefor, the Trust Administrator or the Trustee,
      as
      applicable, shall be entitled to the Servicing Fees and all funds relating
      to
      the Mortgage Loans to which the Servicer would have been entitled if it had
      continued to act hereunder (other than amounts which were due or would become
      due to the Servicer prior to its termination or resignation). Notwithstanding
      the above, the Trust Administrator or the Trustee, as applicable, may, if it
      shall be unwilling to so act, or shall, if it is unable to so act or if it
      is
      prohibited by law from making advances regarding delinquent mortgage loans,
      or
      if the Holders of Certificates entitled to at least 51% of the Voting Rights
      so
      request in writing to the Trust Administrator or the Trustee, as applicable,
      promptly appoint or petition a court of competent jurisdiction to appoint,
      an
      established mortgage loan servicing institution acceptable to the Rating
      Agencies and having a net worth of not less than $15,000,000 as the successor
      to
      the Servicer under this Agreement in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Servicer under this Agreement.
      No
      appointment of a successor Servicer under this Agreement shall be effective
      until the assumption by the successor of all of the Servicer’s responsibilities,
      duties and liabilities hereunder. In connection with such appointment and
      assumption described herein, the Trust Administrator or the Trustee, as
      applicable, may make such arrangements for the compensation of such successor
      out of payments on Mortgage Loans as it and such successor shall agree;
      provided, however, that no such compensation shall be in excess of that
      permitted the Servicer as such hereunder. The Depositor, the Trust
      Administrator, the Trustee and such successor shall take such action, consistent
      with this Agreement, as shall be necessary to effectuate any such succession.
      Pending appointment of a successor to the Servicer under this Agreement, the
      Trust Administrator or the Trustee, as applicable, shall act in such capacity
      as
      hereinabove provided.

     

    (b)  In
      connection with the termination or resignation of the Servicer hereunder, either
      (i) the successor servicer, including the Trust Administrator or the Trustee,
      as
      applicable, if the Trust Administrator or the Trustee, as applicable, is acting
      as successor Servicer, shall represent and warrant that it is a member of MERS
      in good standing and shall agree to comply in all material respects with the
      rules and procedures of MERS in connection with the servicing of the Mortgage
      Loans that are registered with MERS, in which case the predecessor Servicer
      shall cooperate with the successor Servicer in causing MERS to revise its
      records to reflect the transfer of servicing to the successor Servicer as
      necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer
      shall cooperate with the successor Servicer in causing MERS to execute and
      deliver an assignment of Mortgage in recordable form to transfer the Mortgage
      from MERS to the Trust Administrator or the Trustee, as applicable, and to
      execute and deliver such other notices, documents and other instruments as
      may
      be necessary or desirable to effect a transfer of such Mortgage Loan or
      servicing of such Mortgage Loan on the MERS® System to the successor Servicer.
      The predecessor Servicer shall file or cause to be filed any such assignment
      in
      the appropriate recording office. The predecessor Servicer shall bear any and
      all fees of MERS, costs of preparing any assignments of Mortgage, and fees
      and
      costs of filing any assignments of Mortgage that may be required under this
      Section 7.02(b).

     

    
      	SECTION
              7.03  	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination of the Servicer pursuant to Section 7.01 above or any appointment
      of
      a successor to the Servicer pursuant to Section 7.02 above, the Trust
      Administrator 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 Servicer
      Event of Default or five days after a Responsible Officer of the Trust
      Administrator becomes aware of the occurrence of such an event, the Trust
      Administrator shall transmit by mail to all Holders of Certificates notice
      of
      each such occurrence, unless such default or Servicer Event of Default shall
      have been cured or waived.

     

    
      	SECTION
              7.04  	
              Waiver
                of Servicer Events of Default.

            


    

     

    Subject
      to Section 11.09(d), the Holders representing at least 66% of the Voting Rights
      evidenced by all Classes of Certificates affected by any default or Servicer
      Event of Default hereunder may waive such default or Servicer Event of Default;
      provided, however, that a default or Servicer Event of Default under clause
      (i)
      or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular
      Certificates. Upon any such waiver of a default or Servicer Event of Default,
      such default or Servicer Event of Default shall cease to exist and shall be
      deemed to have been remedied for every purpose hereunder. No such waiver shall
      extend to any subsequent or other default or Servicer Event of Default or impair
      any right consequent thereon except to the extent expressly so
      waived.

     

     

     

    ARTICLE
      VIII

     

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	SECTION
              8.01  	
              Duties
                of Trustee and Trust Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator, prior to the occurrence of a Servicer
      Event of Default and after the curing of all Servicer Events of Default which
      may have occurred, undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Agreement. During a Servicer Event of Default,
      each of the Trustee and the Trust Administrator shall exercise such of the
      rights and powers vested in it by this Agreement, and use the same degree of
      care and skill in their exercise as a prudent person would exercise or use
      under
      the circumstances in the conduct of such person’s own affairs. Any permissive
      right of the Trustee or the Trust Administrator enumerated in this Agreement
      shall not be construed as a duty.

     

    Each
      of
      the Trustee and the Trust Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement; provided, however,
      that neither the Trustee nor the Trust Administrator will be responsible for
      the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments. If any such instrument is found not
      to
      conform to the requirements of this Agreement in a material manner, it shall
      take such action as it deems appropriate to have the instrument corrected,
      and
      if the instrument is not corrected to its satisfaction, it will provide notice
      thereof to the Certificateholders.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Trust Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Servicer Event of Default, and after the curing of all
      such
      Servicer Events of Default which may have occurred, the duties and obligations
      of each of the Trustee and the Trust Administrator shall be determined solely
      by
      the express provisions of this Agreement, neither the Trustee nor the Trust
      Administrator shall be liable except for the performance of such duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Trust Administrator and, in the absence of bad faith on the part of
      the
      Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
      Administrator, as the case may be, may conclusively rely, as to the truth of
      the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Trust Administrator,
      as
      the case may be, that conform to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      error
      of judgment made in good faith by a Responsible Officer or Responsible Officers
      of it unless it shall be proved that it was negligent in ascertaining the
      pertinent facts; 

     

    (iii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable with respect
      to any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of the Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the it or exercising
      any
      trust or power conferred upon it, under this Agreement; and

     

    (iv)  Neither
      the Trustee nor the Trust Administrator shall be required to take notice or
      be
      deemed to have notice or knowledge of any default unless a Responsible Officer
      of the Trustee or the Trust Administrator, as the case may be, shall have
      received written notice thereof or a Responsible Officer shall have actual
      knowledge thereof. In the absence of receipt of such notice or actual knowledge,
      the Trustee or Trust Administrator, as applicable, may conclusively assume
      there
      is no default.

     

    Neither
      the Trustee nor the Trust Administrator shall be required to expend or risk
      its
      own funds or otherwise incur financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, in
      each
      case not including expenses, disbursements and advances incurred or made by
      the
      Trustee or the Trust Administrator, as applicable, including the compensation
      and the expenses and disbursements of its agents and counsel, in the ordinary
      course of the Trustee’s or the Trust Administrator’s, as the case may be,
      performance in accordance with the provisions of this Agreement, if there is
      reasonable ground for believing that the repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to it. With
      respect to the Trustee and the Trust Administrator, none of the provisions
      contained in this Agreement shall in any event require the Trustee or the Trust
      Administrator, as the case may be, to perform, or be responsible for the manner
      of performance of, any of the obligations of the Servicer under this Agreement,
      except during such time, if any, as the Trustee or the Trust Administrator,
      as
      applicable, shall be the successor to, and be vested with the rights, duties,
      powers and privileges of, the Servicer in accordance with the terms of this
      Agreement.

     

    
      	SECTION
              8.02  	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  Each
      of
      the Trustee and the Trust Administrator and any director, officer, employee
      or
      agent of the Trustee or the Trust Administrator, as the case may be, may request
      and conclusively rely upon and shall be fully protected in acting or refraining
      from acting upon any resolution, Officers’ Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by the proper
      party or parties;

     

    (ii)  Each
      of
      the Trustee and the Trust Administrator, as the case may be, may consult with
      counsel of its selection and any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such Opinion of
      Counsel;

     

    (iii)  Neither
      the Trustee nor the Trust Administrator shall be under any obligation to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Trust Administrator, as applicable, security
      or
      indemnity satisfactory to it against the costs, expenses and liabilities which
      may be incurred therein or thereby; the right of the Trustee or the Trust
      Administrator to perform any discretionary act enumerated in this Agreement
      shall not be construed as a duty, and neither the Trustee nor the Trust
      Administrator shall be answerable for other than its negligence or willful
      misconduct in the performance of any such act; nothing contained herein shall,
      however, relieve the Trust Administrator or the Trustee of the obligation,
      upon
      the occurrence of a Servicer Event of Default (which has not been cured or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    (iv)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it to
      be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Event of Default hereunder, and after the curing
      of
      all Servicer Events of Default which may have occurred, neither the Trustee
      nor
      the Trust Administrator shall be bound to make any investigation into the facts
      or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or document, unless requested in writing to do so by the Holders of Certificates
      entitled to at least 25% of the Voting Rights; provided, however, that if the
      payment within a reasonable time to the Trustee or the Trust Administrator,
      as
      applicable, of the costs, expenses or liabilities likely to be incurred by
      it in
      the making of such investigation is, in the opinion of the Trustee or the Trust
      Administrator, as applicable, not reasonably assured to the Trustee or the
      Trust
      Administrator, as applicable, by such Certificateholders, the Trustee or the
      Trust Administrator, as applicable, may require indemnity satisfactory to it
      against such cost, expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi)  Each
      of
      the Trustee and the Trust Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and neither the Trustee nor the Trust Administrator shall
      be
      responsible for any misconduct or negligence on the part of any agent or
      attorney appointed with due care;

     

    (vii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      loss
      resulting from the investment of funds held in the Collection Account at the
      direction of the Servicer pursuant to Section 3.12; and

     

    (viii)  Any
      request or direction of the Depositor, the Servicer or the Certificateholders
      mentioned herein shall be sufficiently evidenced in writing.

     

    (b)  All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee or the Trust Administrator, may be enforced by it
      without the possession of any of the Certificates, or the production thereof
      at
      the trial or other proceeding relating thereto, and any such suit, action or
      proceeding instituted by the Trustee or the Trust Administrator shall be brought
      in its name for the benefit of all the Holders of such Certificates, subject
      to
      the provisions of this Agreement.

     

    
      	SECTION
              8.03  	
              Neither
                the Trustee nor Trust Administrator Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Trust Administrator, on behalf of the Trustee, the authentication of the
      Trust Administrator on the Certificates, the acknowledgments of the Trustee
      and
      the Trust Administrator contained in Article II and the representations and
      warranties of the Trustee and the Trust Administrator in Section 8.12) shall
      be
      taken as the statements of the Depositor and neither the Trustee nor the Trust
      Administrator assumes any responsibility for their correctness. Neither the
      Trustee nor the Trust Administrator makes any representations or warranties
      as
      to the validity or sufficiency of this Agreement (other than as specifically
      set
      forth in Section 8.12) or of the Certificates (other than the signature of
      the
      Trust Administrator and authentication of the Trust Administrator on the
      Certificates) or of any Mortgage Loan or related document or of MERS or the
      MERS
      System. Neither the Trustee nor the Trust Administrator shall be accountable
      for
      the use or application by the Depositor of any of the Certificates or of the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor or the Servicer in respect of the Mortgage Loans or deposited
      in or withdrawn from the Collection Account by the Servicer. 

     

    
      	SECTION
              8.04  	
              Trustee
                and Trust Administrator May Own
                Certificates.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator in its individual capacity or any other
      capacity may become the owner or pledgee of Certificates with the same rights
      it
      would have if it were not the Trustee or the Trust Administrator, as
      applicable.

     

    
      	SECTION
              8.05  	
              Trustee’s,
                Trust Administrator’s and Custodian’s Fees and
                Expenses.

            


    

     

    (a)  The
      Trust
      Administrator shall withdraw from the Distribution Account on each Distribution
      Date and pay to itself any income and gain realized from the investment of
      funds
      deposited in the Distribution Account. The Trustee’s fees will be paid by the
      Trust Administrator pursuant to a separate agreement between the Trustee and
      the
      Trust Administrator, and such compensation will not be an expense of the Trust.
      Each of the Trustee, the Trust Administrator, the Custodian and any director,
      officer, employee or agent of any of them, as applicable, shall be indemnified
      by the Trust Fund and held harmless against any loss, liability or expense
      (not
      including expenses, disbursements and advances incurred or made by the Trustee,
      the Trust Administrator or the Custodian, as applicable, including the
      compensation and the expenses and disbursements of its agents and counsel,
      in
      the ordinary course of the Trustee’s, the Trust Administrator’s or the
      Custodian’s, as the case may be, performance in accordance with the provisions
      of this Agreement) incurred by the Trustee, the Trust Administrator or the
      Custodian, as applicable, in connection with any claim or legal action or any
      pending or threatened claim or legal action arising out of or in connection
      with
      the acceptance or administration of its obligations and duties under this
      Agreement (or, in the case of the Custodian, under the Custodial Agreement),
      other than any loss, liability or expense (i) resulting from any breach of
      the
      Servicer’s obligations in connection with this Agreement for which the Servicer
      shall indemnify the Trustee and the Trust Administrator pursuant to Section
      8.05(b) and Section 10.03 (and in the case of the Trustee, resulting from any
      breach of the Trust Administrator’s obligations in connection with this
      Agreement for which the Trust Administrator shall indemnify the Trustee pursuant
      to Section 10.03(a) and in the case of the Trust Administrator, resulting from
      any breach of the Trustee’s obligations in connection with this Agreement for
      which the Trustee shall indemnify the Trust Administrator pursuant to Section
      10.03(c)), (ii) that constitutes a specific liability of the Trustee or the
      Trust Administrator, as applicable, pursuant to Section 10.01(g) or (iii) any
      loss, liability or expense incurred by reason of willful misfeasance, bad faith
      or negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder (or, in the case of the Custodian,
      under the Custodial Agreement) or as a result of a breach of the Trustee’s or
      the Trust Administrator’s obligations under Article X hereof (or, in the case of
      the Custodian, as a result of a breach of such Custodian’s obligations under the
      Custodial Agreement). Any amounts payable to the Trustee, the Trust
      Administrator, the Custodian, or any director, officer, employee or agent of
      any
      of them in respect of the indemnification provided by this paragraph (a), or
      pursuant to any other right of reimbursement from the Trust Fund that the
      Trustee, the Trust Administrator, the Custodian or any director, officer,
      employee or agent of any of them may have hereunder in its capacity as such,
      may
      be withdrawn by the Trust Administrator for payment to the applicable
      indemnified Person from the Distribution Account at any time.

     

    (b)  The
      Servicer agrees to indemnify the Trustee, the Trust Administrator and the
      Custodian from, and hold each harmless against, any loss, liability or expense
      resulting from a breach of the Servicer’s obligations and duties under this
      Agreement. Such indemnity shall survive the termination or discharge of this
      Agreement and the resignation or removal of the Trustee, the Trust Administrator
      or the Custodian, as the case may be. Any payment hereunder made by the Servicer
      to the Trustee, the Trust Administrator or the Custodian shall be from the
      Servicer’s own funds, without reimbursement from the Trust Fund
      therefor.

     

    
      	SECTION
              8.06  	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereunder shall at all times be a
      corporation or an association organized and doing business under the laws of
      any
      state or the United States of America, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by federal or state
      authority. In case at any time the Trustee or the Trust Administrator shall
      cease to be eligible in accordance with the provisions of this Section, the
      Trustee or the Trust Administrator, as the case may be, shall resign immediately
      in the manner and with the effect specified in Section 8.07.

     

    
      	SECTION
              8.07  	
              Resignation
                and Removal of the Trustee and the Trust
                Administrator.

            


    

     

    Either
      of
      the Trustee or the Trust Administrator may at any time resign and be discharged
      from the trust hereby created by giving written notice thereof to the Depositor,
      the Servicer and the Certificateholders and, if the Trustee is resigning, to
      the
      Trust Administrator, or, if the Trust Administrator is resigning, to the
      Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
      appoint a successor trustee or trust administrator (which may be the same Person
      in the event both the Trustee and the Trust Administrator resign or are removed)
      by written instrument, in duplicate, which instrument shall be delivered to
      the
      resigning Trustee or Trust Administrator and to the successor trustee or trust
      administrator, as applicable. A copy of such instrument shall be delivered
      to
      the Certificateholders, the Trustee or Trust Administrator, as applicable,
      and
      the Servicer by the Depositor. If no successor trustee or trust administrator
      shall have been so appointed and have accepted appointment within 30 days after
      the giving of such notice of resignation, the resigning Trustee or Trust
      Administrator, as applicable, may petition any court of competent jurisdiction
      for the appointment of a successor trustee or trust administrator, as
      applicable.

     

    If
      at any
      time the Trustee or the Trust Administrator shall cease to be eligible in
      accordance with the provisions of Section 8.06 and shall fail to resign after
      written request therefor by the Depositor (or in the case of the Trust
      Administrator, the Trustee), or if at any time the Trustee or the Trust
      Administrator shall become incapable of acting, or shall be adjudged bankrupt
      or
      insolvent, or a receiver of the Trustee or the Trust Administrator or of its
      property shall be appointed, or any public officer shall take charge or control
      of the Trustee or the Trust Administrator or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, then the Depositor
      (or
      in the case of the Trust Administrator, the Trustee) may remove the Trustee
      or
      the Trust Administrator, as applicable, and appoint a successor trustee or
      trust
      administrator (which may be the same Person in the event both the Trustee and
      the Trust Administrator resign or are removed) by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or Trust
      Administrator so removed and to the successor trustee or trust administrator.
      A
      copy of such instrument shall be delivered to the Certificateholders, the
      Trustee or the Trust Administrator, as applicable, and the Servicer by the
      Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Trust Administrator and appoint a successor
      trustee or trust administrator by written instrument or instruments, in
      triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
      one complete set of which instruments shall be delivered to the Depositor,
      one
      complete set to the Trustee or the Trust Administrator, as the case may be,
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders and the Servicer by
      the
      Depositor. 

     

    If
      no
      successor Trust Administrator shall have been appointed and shall have accepted
      appointment within 60 days after the Trust Administrator ceases to be the Trust
      Administrator pursuant to this Section 8.07, then the Trustee shall perform
      the
      duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
      notify the Rating Agencies of any change of Trust Administrator.

     

    Any
      resignation or removal of the Trustee or the Trust Administrator and appointment
      of a successor trustee or trust administrator, as the case may be, pursuant
      to
      any of the provisions of this Section shall not become effective until
      acceptance of appointment by the successor trustee or trust administrator as
      provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
      Administrator advises the Trustee that it is unable to continue to perform
      its
      obligations pursuant to the terms of this Agreement prior to the appointment
      of
      a successor, the Trustee shall be obligated to perform such obligations until
      a
      new trust administrator is appointed. Such performance shall be without
      prejudice to any claim by a party hereto or beneficiary hereof resulting from
      the Trust Administrator’s breach of its obligations hereunder. As compensation
      therefor, the Trustee shall be entitled to all fees the Trust Administrator
      would have been entitled to if it had continued to act hereunder.

     

    
      	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.

     

    Any
      Person appointed as successor trust administrator pursuant to Section 8.08
      shall
      also be required to serve as successor cap trustee under the Interest Rate
      Cap
      Agreement.

     

    
      	SECTION
              8.09  	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      corporation or association into which either the Trustee or the Trust
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Trust Administrator, as the case
      may
      be, shall be a party, or any corporation or association succeeding to the
      business of the Trustee or the Trust Administrator, as applicable, shall be
      the
      successor of the Trustee or the Trust Administrator, as the case may be,
      hereunder, provided such corporation or association shall be eligible under
      the
      provisions of Section 8.06, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    
      	SECTION
              8.10  	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I or property
      securing the same may at the time be located, the Servicer and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee to act as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of REMIC I, and to vest in such Person
      or
      Persons, in such capacity, such title to REMIC I, or any part thereof, and,
      subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Servicer and the Trustee may consider
      necessary or desirable. If the Servicer shall not have joined in such
      appointment within 15 days after the receipt by it of a request to do so, or
      in
      case a Servicer Event of Default shall have occurred and be continuing, the
      Trustee alone shall have the power to make such appointment. No co-trustee
      or
      separate trustee hereunder shall be required to meet the terms of eligibility
      as
      a successor trustee under Section 8.06 hereunder and no notice to Holders of
      Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
      be
      required under Section 8.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10 all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or performed
      by the Trustee and such separate trustee or co-trustee jointly, except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed by the Trustee (whether as Trustee hereunder or as
      successor to the Servicer hereunder), the Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to REMIC I or any portion
      thereof in any such jurisdiction) shall be exercised and performed by such
      separate trustee or co-trustee at the direction of the Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    
      	SECTION
              8.11  	
              [Reserved].

            


    

     

    
      	SECTION
              8.12  	
              Appointment
                of Office or Agency.

            


    

     

    The
      Trust
      Administrator will appoint an office or agency in the City of New York where
      the
      Certificates may be surrendered for registration of transfer or exchange, and
      presented for final distribution, and where notices and demands to or upon
      the
      Trust Administrator in respect of the Certificates and this Agreement may be
      served.

     

    
      	SECTION
              8.13  	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereby represents and warrants to the
      Servicer, the Depositor and the Trustee and the Trust Administrator, as
      applicable, as of the Closing Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      the
      it to perform its obligations under this Agreement or the financial condition
      of
      it.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or the financial
      condition of it.

     

    
      	SECTION
              8.14  	
              [Reserved].

            


    

     

    
      	SECTION
              8.15  	
              No
                Trustee or Trust Administrator Liability for Actions or Inactions
                of
                Custodian.

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee or the Trust
      Administrator be liable to any party hereto or to any third party for the
      performance of any custody-related functions with respect to which the Custodian
      shall fail to take action on behalf of the Trustee or Trust Administrator,
      as
      the case may be, or, with respect to which the performance of custody-related
      functions pursuant to the terms of the custodial agreement with the Custodian
      shall fail to satisfy all the related requirements under this
      Agreement.

     

    
      	SECTION
              8.16  	
              Email
                Communications.

            


    

     

    Notwithstanding
      anything to the contrary herein, any and all email communications (both text
      and
      attachments) by or from the Trust Administrator that the Trust Administrator
      in
      its sole discretion deems to contain confidential, proprietary, and/or sensitive
      information shall be encrypted. The recipient (the "Email Recipient") of the
      email communication will be required to complete a one-time registration
      process. Instructions on how to register and/or retrieve an encrypted message
      will be included in the first secure email sent by the Trust
      Administrator to
      the
      Email Recipient. Additional information and assistance on using the Trust
      Administrator’s encryption technology can be found at the Trust Administrator's
      website www.citigroup.com/citigroup/citizen/privacy/email.htm or by
      calling (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

    


     

    


     

    ARTICLE
      IX

     

    TERMINATION

     

    
      	SECTION
              9.01  	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Servicer, the Trustee and the Trust
      Administrator with respect to the Mortgage Loans (other than the obligations
      of
      the Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05
      and of the Servicer to provide for and the Trust Administrator to make payments
      in respect of the REMIC I Regular Interests and the Classes of Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Certificateholders
      and the deposit of all amounts held by or on behalf of the Trustee or the Trust
      Administrator and required hereunder to be so paid or deposited on the
      Distribution Date coinciding with or following the earlier to occur of (i)
      the
      purchase by the Terminator (on a servicing retained basis) of all Mortgage
      Loans
      and each related REO Property remaining in REMIC I and (ii) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan or related REO Property remaining in REMIC I; provided, however, that
      in no
      event shall the trust created hereby continue beyond the earlier of (a) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (b) the Latest Possible Maturity Date
      (as
      defined in the Preliminary Statement). 

     

    Subject
      to Section 3.10 hereof, the purchase by the Terminator of all Mortgage Loans
      and
      each REO Property remaining in REMIC I shall be at a price equal to the greater
      of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
      value of any REO Properties (such appraisal to be conducted by an appraiser
      mutually agreed upon by the Servicer and the Trust Administrator) and (ii)
      the
      fair market value of the Mortgage Loans and the REO Properties (as determined
      by
      the Servicer, with the consent of the Trust Administrator as of the close of
      business on the third Business Day next preceding the date upon which notice
      of
      any such termination is furnished to the related Certificateholders pursuant
      to
      Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
      the
      weighted average of the Mortgage Rates through the end of the Due Period
      preceding the final Distribution Date plus unreimbursed Servicing Advances
      allocable to such Mortgage Loans and REO Properties (the “Termination
      Price”);
      provided, however, such option may only be exercised if the Termination Price
      is
      sufficient to result in the payment of all interest accrued on, as well as
      amounts necessary to retire the principal balance of, each class of notes issued
      pursuant to the Indenture. 

     

    (b)  The
      Servicer shall have the right (the party exercising such right, the
“Terminator”),
      to
      purchase all of the Mortgage Loans and each REO Property remaining in REMIC
      I
      pursuant to clause (i) of the preceding paragraph no later than the
      Determination Date in the month immediately preceding the Distribution Date
      on
      which the Certificates will be retired; provided, however, that the Terminator
      may elect to purchase all of the Mortgage Loans and each REO Property remaining
      in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal
      Balance of the Mortgage Loans and each REO Property remaining in the Trust
      Fund
      at the time of such election is reduced to less than 10% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance
      of
      a Residual Certificate, the Holders of the Residual Certificates agree, in
      connection with any termination hereunder, to assign and transfer any amounts
      in
      excess of par, and to the extent received in respect of such termination, to
      pay
      any such amounts to the Holders of the Class CE Certificates.

     

    (c)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Trust
      Administrator by letter to the related Certificateholders mailed (a) in the
      event such notice is given in connection with the purchase of the Mortgage
      Loans
      and each related REO Property remaining in REMIC I by the Terminator, not
      earlier than the 15th day and not later than the 25th day of the month next
      preceding the month of the final distribution on the related Certificates or
      (b)
      otherwise during the month of such final distribution on or before the
      Determination Date in such month, in each case specifying (i) the Distribution
      Date upon which REMIC I will terminate and final payment of the Certificates
      and
      will be made upon presentation and surrender of the Certificates at the office
      of the Trust Administrator therein designated, (ii) the amount of any such
      final
      payment, (iii) that no interest shall accrue in respect of the Certificates
      from
      and after the Interest Accrual Period relating to the final Distribution Date
      therefor and (iv) that the Record Date otherwise applicable to such Distribution
      Date is not applicable, payments being made only upon presentation and surrender
      of the Certificates at the office of the Trust Administrator. In the event
      such
      notice is given in connection with the purchase of all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I by the Terminator, the Terminator shall
      deliver to the Trust Administrator for deposit in the Distribution Account
      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 Termination Price. Upon certification to the Trust Administrator by a
      Servicing Officer of the making of such final deposit, the Trust Administrator
      shall promptly release or cause to be released to the related Terminator the
      Mortgage Files for the remaining Mortgage Loans and the Trust Administrator
      shall execute all assignments, endorsements and other instruments delivered
      to
      it which are necessary to effectuate such transfer.

     

    (d)  Upon
      receipt of notice by the Trust Administrator of the presentation of the
      Certificates by the Certificateholders on the related final Distribution Date
      to
      the Trust Administrator, the Trust Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with Section
      4.01 in respect of the Certificates so presented and surrendered. Any funds
      not
      distributed to any Holder or Holders of Certificates being retired on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Trust Administrator and credited to the account of the appropriate non-tendering
      Holder or Holders. If any Certificates as to which notice has been given
      pursuant to this Section 9.01 shall not have been surrendered for cancellation
      within six months after the time specified in such notice, the Trust
      Administrator shall mail a second notice to the remaining non-tendering
      Certificateholders to surrender their Certificates for cancellation in order
      to
      receive the final distribution with respect thereto. If within one year after
      the second notice all such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall, directly or through an agent,
      mail
      a final notice to remaining related non-tendering Certificateholders concerning
      surrender of their Certificates. The costs and expenses of maintaining the
      funds
      in trust and of contacting such Certificateholders shall be paid out of the
      assets remaining in the trust funds. If within one year after the final notice
      any such Certificates shall not have been surrendered for cancellation, the
      Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
      and all rights of non-tendering Certificateholders in or to such amounts shall
      thereupon cease. No interest shall accrue or be payable to any Certificateholder
      on any amount held in trust by the Trust Administrator as a result of such
      Certificateholder’s failure to surrender its Certificate(s) for final payment
      thereof in accordance with this Section 9.01.

     

    Immediately
      following the deposit of funds in trust hereunder in respect of each of the
      Certificates the Trust Fund shall terminate. 

     

    
      	SECTION
              9.02  	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO
      Property, REMIC I shall be terminated, in each case in accordance with the
      following additional requirements (or in connection with the final payment
      on or
      other liquidation of the last Mortgage Loan or REO Property remaining in REMIC
      I, the additional requirement specified in clause (i) below):

     

    (i)  The
      Trust
      Administrator shall specify the first day in the 90-day liquidation period
      in a
      statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
      Section 1.860F-1, and such termination shall satisfy all requirements of a
      qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
      the
      Servicer;

     

    (ii)  During
      such 90-day liquidation period, and at or prior to the time of making of the
      final payment on the Certificates, the Trust Administrator shall sell all of
      the
      assets of REMIC I to the Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Trust
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Class R Certificates all cash on hand in REMIC
      I
      (other than cash retained to meet claims), and REMIC I shall terminate at that
      time.

     

    (b)  At
      the
      expense of the Terminator (or in the event of termination under Section
      9.01(a)(ii), at the expense of the Servicer), the Trust Administrator shall
      prepare or cause to be prepared the documentation required in connection with
      the adoption of a plan of liquidation of REMIC I pursuant to this Section
      9.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trust Administrator to specify the 90-day liquidation period for REMIC I which
      authorization shall be binding upon all successor
      Certificateholders.

     

     

     

    ARTICLE
      X

     

    REMIC
      PROVISIONS

     

    
      	SECTION
              10.01  	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trust
      Administrator shall elect to treat each REMIC created hereunder as a REMIC
      under
      the Code and, if necessary, under applicable state law. Such election will
      be
      made by the Trust Administrator on behalf of the Trustee on Form 1066 or other
      appropriate federal tax or information return or any appropriate state return
      for the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      Residual Interest in REMIC I. The Floating Rate Certificates, the Class CE
      Interest and the Class P Interest shall be designated as the Regular Interests
      in REMIC II and the Class R-II Interest shall be designated as the Residual
      Interest in REMIC II. The Class CE Certificates shall be designated as the
      Regular Interests in REMIC III and the Class R-III Interest shall be designated
      as the Residual Interest in REMIC III. The Class P Certificates shall be
      designated as the Regular Interests in REMIC IV and the Class R-IV Interest
      shall be designated as the Residual Interest in REMIC IV. Neither the Trustee
      nor the Trust Administrator shall permit the creation of any “interests” in any
      Trust REMIC (within the meaning of Section 860G of the Code) other than the
      REMIC Regular Interests and the interests represented by the
      Certificates.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      created hereunder within the meaning of Section 860G(a)(9) of the
      Code.

     

    (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 related REMIC created hereunder. By its acceptance
      thereof, the holder of the largest Percentage Interest of the Residual
      Certificates hereby agrees to irrevocably appoint the Trust Administrator or
      an
      Affiliate as its agent to perform all of the duties of the tax matters person
      for the Trust Fund.

     

    (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 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 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
      Trustee, the Trust Administrator, the Servicer and the Holders of Certificates
      shall take such action or cause the Trust REMIC to take such action as shall
      be
      necessary to create or maintain the status thereof as a REMIC under the REMIC
      Provisions. The Trustee, the Trust Administrator and the Servicer shall not
      take
      any action or cause the Trust Fund to take any action or fail to take (or fail
      to cause to be taken) any action that, under the REMIC Provisions, if taken
      or
      not taken, as the case may be, could (i) endanger the status of each Trust
      REMIC
      as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
      unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
      and the Trust Administrator (at the expense of the party seeking to take such
      action but in no event at the expense of the Trustee or the Trust Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      shall
      the Servicer take or fail to take any action (whether or not authorized
      hereunder) as to which the Trustee or the Trust Administrator has advised it
      in
      writing that it has received an Opinion of Counsel to the effect that an Adverse
      REMIC Event could occur with respect to such action; provided that the Servicer
      may conclusively rely on such Opinion of Counsel and shall incur no liability
      for its action or failure to act in accordance with such Opinion of Counsel.
      In
      addition, prior to taking any action with respect to any Trust REMIC or the
      respective assets of each, or causing any Trust REMIC to take any action, which
      is not contemplated under the terms of this Agreement, the Servicer consult
      with
      the Trustee and the Trust Administrator or their designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC and the Servicer shall not take any such action
      or
      cause any Trust REMIC to take any such action as to which the Trustee or the
      Trust Administrator has advised it in writing that an Adverse REMIC Event could
      occur; provided that the Servicer may conclusively rely on such writing and
      shall incur no liability for its action or failure to act in accordance with
      such writing. The Trust Administrator and the Trustee may consult with counsel
      to make such written advice, and the cost of same shall be borne by the party
      seeking to take the action not permitted by this Agreement, but in no event
      shall such cost be an expense of the Trustee or the Trust Administrator. At
      all
      times as may be required by the Code, the Trustee, the Trust Administrator
      and
      the Servicer will ensure that substantially all of the assets of REMIC I will
      consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code
      and “permitted investments” as defined in Section 860G(a)(5) of the Code, to the
      extent such obligations are within the Trustee’s, Trust Administrator’s or
      Servicer’s, as applicable, control and not otherwise inconsistent with the terms
      of this Agreement.

     

    (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 Servicer pursuant to
      Section 10.03 hereof, if such tax arises out of or results from a breach by
      the
      Servicer of any of its obligations under Article III or this Article X, or
      otherwise (iv) against amounts on deposit in the Distribution Account and shall
      be paid by withdrawal therefrom.

     

    (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 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 Servicer shall enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either such REMIC to receive any income from assets
      other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    
      	SECTION
              10.02  	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee shall sell,
      dispose of or substitute for any of the Mortgage Loans (except in connection
      with (i) the foreclosure of a Mortgage Loan, including but not limited to,
      the
      acquisition or sale of a Mortgaged Property acquired by deed in lieu of
      foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination
      of
      any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution
      pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans
      pursuant to Article II or III of this Agreement), nor acquire any assets for
      any
      Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage
      Loan), nor sell or dispose of any investments in the Collection Account or
      the
      Distribution Account for gain, nor accept any contributions to any Trust REMIC
      after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an Opinion
      of
      Counsel, addressed to the Trustee and the Trust Administrator (at the expense
      of
      the party seeking to cause such sale, disposition, substitution, acquisition
      or
      contribution but in no event at the expense of the Trustee or the Trust
      Administrator) that such sale, disposition, substitution, acquisition or
      contribution will not (a) affect adversely the status of any Trust REMIC as
      a
      REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
      transactions” or “contributions” pursuant to the REMIC Provisions.

     

    
      	SECTION
              10.03  	
              Servicer,
                Trustee and Trust Administrator
                Indemnification.

            


    

     

    (a)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Servicer
      and the Trustee for any taxes and costs including, without limitation, any
      reasonable attorneys fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee as a result of a breach of the Trust
      Administrator’s covenants set forth in this Article X.

     

    (b)  The
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Trustee for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
      a
      breach of the Servicer’s covenants set forth in Article III (other than Section
      3.20 or Section 3.21) or this Article X.

     

    (c)  The
      Trustee agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Servicer for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Servicer, as a result of
      a
      breach of the Trustee’s covenants set forth in this Article X.

     

    


     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	SECTION
              11.01  	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Trustee and the Trust Administrator without the consent of any of the
      Certificateholders, (i) to cure any 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 either (a) an Opinion of Counsel delivered to the
      Trustee and the Trust Administrator, adversely affect in any material respect
      the interests of any Certificateholder or (b) written or electronic notice
      to
      the Depositor, the Servicer, the Trustee and the Trust Administrator from the
      Rating Agencies that such action will not result in the reduction or withdrawal
      of the rating of any outstanding Class of Certificates with respect to which
      it
      is a Rating Agency). No amendment shall be deemed to adversely affect in any
      material respect the interests of any Certificateholder who shall have consented
      thereto, and no Opinion of Counsel or Rating Agency confirmation shall be
      required to address the effect of any such amendment on any such consenting
      Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      the Trustee and the Trust Administrator with the consent of the Holders of
      Certificates entitled to at least 66% of the Voting Rights for the purpose
      of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or of modifying in any manner the rights of the
      Holders of Certificates; provided, however, that no such amendment shall (i)
      reduce in any manner the amount of, or delay the timing of, payments received
      on
      Mortgage Loans which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, (ii) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      (as
      evidenced by either (x) an Opinion of Counsel delivered to the Trustee and
      Trust
      Administrator or (y) written notice to the Depositor, the Servicer, the Trustee
      and the Trust Administrator from the Rating Agencies that such action will
      not
      result in the reduction or withdrawal of the rating of any outstanding Class
      of
      Certificates with respect to which it is a Rating Agency) in a manner, other
      than as described in (i), without the consent of the Holders of Certificates
      of
      such Class evidencing at least 66% of the Voting Rights allocated to such Class,
      or (iii) modify the consents required by the immediately preceding clauses
      (i)
      and (ii) without the consent of the Holders of all Certificates then
      outstanding. Notwithstanding any other provision of this Agreement, for purposes
      of the giving or withholding of consents pursuant to this Section 11.01,
      Certificates registered in the name of the Depositor or the Servicer or any
      Affiliate thereof shall be entitled to Voting Rights with respect to matters
      affecting such Certificates.

     

    Notwithstanding
      any contrary provision of this Agreement, neither the Trustee nor the Trust
      Administrator shall consent to any amendment to this Agreement unless it shall
      have first received an Opinion of Counsel to the effect that such amendment
      will
      not result in the imposition of any tax on any Trust REMIC pursuant to the
      REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificates are outstanding.

     

    Prior
      to
      executing any amendment pursuant to this Section, the Trustee and the Trust
      Administrator shall be entitled to receive an Opinion of Counsel (provided
      by
      the Person requesting such amendment) to the effect that such amendment is
      authorized or permitted by this Agreement.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Servicer or the Trustee shall enter into any amendment to Section 4.09, Section
      11.01 or Section 11.10 of this Agreement without the prior written consent
      of
      the Interest Rate Cap Provider.

     

    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 and Trust Administrator may, but shall not
      be
      obligated to enter into any amendment pursuant to this Section that affects
      its
      rights, duties and immunities under this Agreement or otherwise.

     

    
      	SECTION
              11.02  	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Certificateholders, but only upon direction of Certificateholders
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	SECTION
              11.03  	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless (i) such Holder previously
      shall have given to the Trustee and Trust Administrator a written notice of
      default and of the continuance thereof, as hereinbefore provided, and (ii)
      the
      Holders of Certificates entitled to at least 25% of the Voting Rights shall
      have
      made written request upon the Trustee and the Trust Administrator to institute
      such action, suit or proceeding in its own name as Trustee or Trust
      Administrator hereunder and shall have offered to the Trustee or the Trust
      Administrator, as applicable, such indemnity satisfactory to it against the
      costs, expenses and liabilities to be incurred therein or thereby, and the
      Trustee or the Trust Administrator, for 15 days after its receipt of such
      notice, request and offer of indemnity, shall have neglected or refused to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder, the Trustee and the Trust Administrator, that no one or
      more
      Holders of Certificates shall have any right in any manner whatsoever by virtue
      of any provision of this Agreement to affect, disturb or prejudice the rights
      of
      the Holders of any other of such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Agreement, except in the manner herein provided and for the equal,
      ratable and common benefit of all Certificateholders. For the protection and
      enforcement of the provisions of this Section, each and every Certificateholder,
      the Trustee and the Trust Administrator shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    
      	SECTION
              11.04  	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	SECTION
              11.05  	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be sent (i) via facsimile (with
      confirmation of receipt) or (ii) in writing and shall be deemed to have been
      duly given when received if personally delivered at or mailed by first class
      mail, postage prepaid, or by express delivery service or delivered in any other
      manner specified herein, to (a) in the case of the Depositor, 390 Greenwich
      Street, New York, New York 10013, Attention: Mortgage Finance Group (telecopy
      number (212) 723-8604), or such other address or telecopy number as may
      hereafter be furnished to the Servicer, the Trust Administrator and the Trustee
      in writing by the Depositor,
      (b) in
      the case of the Servicer, 1 Home Campus, Des Moines, IA 50328-0001, Attention:
      John B. Brown, MAC X 2302-033, (telecopy number: (515) 324-3118), with a copy
      to
      General Counsel, 1 Home Campus, Des Moines, IA 50328-0001, MAC X 2401-06T,
      (telecopy number: (515) 213-5192), or such other address or telecopy number
      as
      may hereafter be furnished to the Trustee, the Trust Administrator and the
      Depositor in writing by the Servicer, (c) in
      the
      case of the Trust Administrator, Citibank, N.A., 388 Greenwich Street, 14th
      Floor, New York, New York 10013, Attention: Mortgage Finance (telecopy number
      (949) 250-6450), or such other address or telecopy number as may hereafter
      be
      furnished to the Trustee, the Servicer and the Depositor in writing by the
      Trust
      Administrator and (d) in the case of the Trustee, U.S. Bank National
      Association, One Federal Street, 3rd Floor, Boston, Massachusetts 02110,
      Attention: Structured Finance/CMLTI 2007-AHL1 (telecopy number (617) 603-6637),
      or such other address or telecopy number as may hereafter be furnished to the
      Servicer, the Trust Administrator and the Depositor in writing by the Trustee.
      Any notice required or permitted to be given to a Certificateholder shall be
      given by first class mail, postage prepaid, at the address of such Holder as
      shown in the Certificate Register. Any notice so mailed within the time
      prescribed in this Agreement shall be conclusively presumed to have been duly
      given when mailed, whether or not the Certificateholder receives such notice.
      A
      copy of any notice required to be telecopied hereunder also shall be mailed
      to
      the appropriate party in the manner set forth above.

     

    
      	SECTION
              11.06  	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      	SECTION
              11.07  	
              Notice
                to Rating Agencies.

            


    

     

    The
      Trust
      Administrator shall use its best efforts promptly to provide notice to the
      Rating Agencies, and the Servicer shall use its best efforts promptly to provide
      notice to the Trust Administrator, with respect to each of the following of
      which the Trust Administrator or the Servicer, as applicable, has actual
      knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Servicer Event of Default that has not been cured or
      waived;

     

    3. The
      resignation or termination of the Servicer, the Trust Administrator or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    5. The
      final
      payment to the Holders of any Class of Certificates;

     

    6. Any
      change in the location of the Collection Account or the Distribution
      Account;

     

    7. Any
      event
      that would result in the inability of the Trust Administrator or the Trustee,
      as
      applicable, were it to succeed as Servicer, to make advances regarding
      delinquent Mortgage Loans; and

     

    8. The
      filing of any claim under the Servicer’s blanket bond and errors and omissions
      insurance policy required by Section 3.14 or the cancellation or material
      modification of coverage under any such instrument.

     

    In
      addition, the Trust Administrator shall make available to the Rating Agencies
      copies of each report to Certificateholders described in Section 4.02 and the
      Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly
      furnish to the Rating Agencies copies of the following:

     

    1. Each
      annual statement as to compliance described in Section 3.20; and

     

    2. Each
      annual independent public accountants’ servicing report described in Section
      3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to DBRS, 55 Broadway, New York,
      New York 10006, to Standard & Poor’s Ratings Services, a division of the
      McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, and
      to
      Moody’s at 99 Church Street, New York, New York 10007, or such other addresses
      as the Rating Agencies may designate in writing to the parties
      hereto.

     

    
      	SECTION
              11.08  	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	SECTION
              11.09  	
              Grant
                of Security Interest.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
      Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
      to secure a debt or other obligation of the Depositor. However, in the event
      that, notwithstanding the aforementioned intent of the parties, the Mortgage
      Loans are held to be property of the Depositor, then, (a) it is the express
      intent of the parties that such conveyance be deemed a pledge of the Mortgage
      Loans by the Depositor to the Trustee to secure a debt or other obligation
      of
      the Depositor and (b)(1) this Agreement shall also be deemed to be a security
      agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
      Code
      as in effect from time to time in the State of New York; (2) the conveyance
      provided for in Section 2.01 hereof shall be deemed to be a grant by the
      Depositor to the Trustee of a security interest in all of the Depositor’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account and the Distribution Account, whether in the form
      of
      cash, instruments, securities or other property; (3) the obligations secured
      by
      such security agreement shall be deemed to be all of the Depositor’s obligations
      under this Agreement, including the obligation to provide to the
      Certificateholders the benefits of this Agreement relating to the Mortgage
      Loans
      and the Trust Fund; and (4) notifications to persons holding such property,
      and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the Trustee
      for the purpose of perfecting such security interest under applicable law.
      Accordingly, the Depositor hereby grants to the Trustee a security interest
      in
      the Mortgage Loans and all other property described in clause (2) of the
      preceding sentence, for the purpose of securing to the Trustee the performance
      by the Depositor of the obligations described in clause (3) of the preceding
      sentence. Notwithstanding the foregoing, the parties hereto intend the
      conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
      sale of the Mortgage Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee.

     

    
      	SECTION
              11.10  	
              Third
                Party Rights.

            


    

     

    With
      respect to Section 4.09, the Interest Rate Cap Provider shall be deemed a
      third-party beneficiary of this Agreement to the same extent as if it were
      a
      party hereto, and shall have the right to enforce the provisions of this
      Agreement.

     

    
      	SECTION
              11.11  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and
      4.07 of this Agreement is to facilitate compliance by the Depositor with
      the provisions of Regulation AB promulgated by the 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 or the
      Servicer may determine in good faith is necessary to comply with the provisions
      of Regulation AB, and (d) no amendment of this Agreement shall be required
      to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation AB;
      provided, however, that any such changes shall require the consent of each
      of
      the parties hereto.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicer, the Trust Administrator and the
      Trustee have caused their names to be signed hereto by their respective officers
      thereunto duly authorized, in each case as of the day and year first above
      written.

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.,

    as
      Depositor

     

    By: /s/
      Matthew Bollo  

    Name:
      Matthew Bollo 

    Title:
      Assistant Vice President

     

     

    WELLS
      FARGO BANK, N.A.,

    as
      Servicer

     

    By:  /s/
      Laurie
      McGoogan    

    Name:
      Laurie McGoogan

    Title:
      Vice President

    


     

    CITIBANK,
      N.A.,

    as
      Trust
      Administrator

     

    By:
      _ /s/
      Cirino Emanuele   

    Name:
      Cirino Emanuele

    Title:
      Vice President

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, not in its individual capacity but solely as
      Trustee

     

    By:  /s/
      Clare M. O’Brien     

    Name:
      Clare M. O’Brien 

    Title:
       
      Vice
      President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	
              For
                purposes of Sections 6.06, 6.07 and 6.08:

            
	 
	
              PENTALPHA
                SURVEILLANCE LLC

            
	 
	 
	
              By:
                 /s/
                James Callahan    

            
	
              Name: 
                James Callahan

            
	
              Title:
                 
                Executive Director

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      ____ day of March 2007, before me, a notary public in and for said State,
      personally appeared __________________, known to me to be a __________________
      of Citigroup Mortgage Loan Trust Inc., one of the entities that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of said entity, and acknowledged to me that such entity executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    _____________________________________

    Notary
      Public

     

    [Notarial
      Seal]

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF ______________

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF ____________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of March 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      Wells Fargo Bank, N.A., one of the entities that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said entity,
      and acknowledged to me that such 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]


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      ____ day of March 2007, before me, a notary public in and for said State,
      personally appeared ________________________, known to me to be a
      ________________________ of Citibank, N.A., one of the entities that executed
      the within instrument, and also known to me to be the person who executed it
      on
      behalf of said entity, and acknowledged to me that such 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]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              COMMONWEALTH
                OF MASSACHUSETTS

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF ________________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of March 2007, before me, a notary public in and for said State,
      personally appeared ___________________________, known to me to be a
      __________________________ of U.S. Bank National Association, one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said entity, and acknowledged to me that
      such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

      _____________________________________

      Notary
        Public

       

      [Notarial
        Seal]

    

     

    
      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


    

    


    
      	
              STATE
                OF ______________

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF ____________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of March 2007, before me, a notary public in and for said State,
      personally appeared ___________________________, known to me to be a
      __________________________ of Pentalpha Surveillance LLC, one of the entities
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

      _____________________________________

      Notary
        Public

       

      [Notarial
        Seal]

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

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

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the
                Issue Date: $333,040,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $333,040,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AA 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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-1
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of written certifications from the Holder
      of
      the Certificate desiring to effect the transfer, and from such Holder’s
      prospective transferee, substantially in the forms attached to the Agreement
      as
      Exhibit F-1. None of the Depositor or the Trust Administrator is obligated
      to
      register or qualify the Class of Certificates specified on the face hereof
      under
      the 1933 Act or any other securities law or to take any action not otherwise
      required under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Trust Administrator,
      the Depositor, the Servicer and any Sub-Servicer against any liability that
      may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      February ___, 2007

     

    
       

      
        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 
	
                    By:______________________________  

                
	
                   Authorized
                    Officer

                


        

         

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        
          	
                    Citibank,
                    N.A., as Trust Administrator

                
	 
	
                  By:______________________________  

                
	
                   Authorized
                    Signatory

                


        

         

      

    

    
 

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 A-2A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    


    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-2A Certificates as of
                the
                Issue Date:
                $166,189,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                : $166,189,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AD 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.

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2A Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2A
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      February ___, 2007

    
       

      
        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 
	
                    By:______________________________  

                
	
                   Authorized
                    Officer

                


        

      

    

    
 

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        
          	
                    Citibank,
                    N.A., as Trust Administrator

                
	 
	
                  By:______________________________  

                
	
                   Authorized
                    Signatory

                


        

      

    

    
 

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 A-2B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    


    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-2B Certificates as of
                the
                Issue Date: $ 96,423,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $ 96,423,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AE 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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2B Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2B
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      February ___, 2007

    
       

      
        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 
	
                    By:______________________________  

                
	
                   Authorized
                    Officer

                


        

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        
          	
                    Citibank,
                    N.A., as Trust Administrator

                
	 
	
                  By:______________________________  

                
	
                   Authorized
                    Signatory

                


        

         

      

    

    
 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 A-2C CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-2C Certificates as of
                the
                Issue Date: $20,213,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $20,213,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AF 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. 

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2C Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2C Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2C
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      February ___, 2007

    
       

      
        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 
	
                    By:______________________________  

                
	
                   Authorized
                    Officer

                


        

        
 

      

    

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        
          	
                    Citibank,
                    N.A., as Trust Administrator

                
	 
	
                  By:______________________________  

                
	
                   Authorized
                    Signatory

                


        

        
 

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-1 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Issue Date: $27,088,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $27,088,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AG 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-1
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      February ___, 2007

    
       

      
        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 
	
                    By:______________________________  

                
	
                   Authorized
                    Officer

                


        

        
 

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        
          	
                    Citibank,
                    N.A., as Trust Administrator

                
	 
	
                  By:______________________________  

                
	
                   Authorized
                    Signatory

                


        

        
 

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-2 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Issue Date: $37,845,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $37,845,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AH 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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-2
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      February ___, 2007

    
       

      
        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 
	
                    By:______________________________  

                
	
                   Authorized
                    Officer

                


        

        
 

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        
          	
                    Citibank,
                    N.A., as Trust Administrator

                
	 
	
                  By:______________________________  

                
	
                   Authorized
                    Signatory

                


        

        
 

      

    

    
 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                      
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-3 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the
                Issue Date: $13,145,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                : $13,145,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AJ 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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-3
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

          
             

          

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-4 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Issue Date: $12,748,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $12,748,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AK 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-4
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-5 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
      CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Issue Date: $12,748,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $12,748,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AL 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-5 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-5
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          

 

        

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-6 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Issue Date: $4,382,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $4,382,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AM 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-6 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-6
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

          
 

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-7 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
      TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Issue Date: $15,535,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $15,535,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AN 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-7 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-7 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-7
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-8 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
      THE
      CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Issue Date: $7,967,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $7,967,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AP 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-8 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-8 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-8
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-9 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Issue Date: $9,561,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $9,561,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AQ 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-9 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-9 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-9
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

           

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-10 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE 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
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the
                Issue Date: $10,358,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $10,358,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AB 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-10 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-10 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-10
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of written certifications from the Holder
      of
      the Certificate desiring to effect the transfer, and from such Holder’s
      prospective transferee, substantially in the forms attached to the Agreement
      as
      Exhibit F-1. None of the Depositor or the Trust Administrator is obligated
      to
      register or qualify the Class of Certificates specified on the face hereof
      under
      the 1933 Act or any other securities law or to take any action not otherwise
      required under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Trust Administrator,
      the Depositor, the Servicer and any Sub-Servicer against any liability that
      may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

           

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 M-11 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES
      AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE 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
      IN SECTION 5.02(B) OF THE AGREEMENT.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-11 Certificates as of
                the
                Issue Date: $4,781,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $4,781,000.00

               

            
	
              Cut-off Date and date of Pooling and
                Servicing Agreement: February 1, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            
	 	
              CUSIP:
                17311V
                AC 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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-11 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-11 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-11
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of written certifications from the Holder
      of
      the Certificate desiring to effect the transfer, and from such Holder’s
      prospective transferee, substantially in the forms attached to the Agreement
      as
      Exhibit F-1. None of the Depositor or the Trust Administrator is obligated
      to
      register or qualify the Class of Certificates specified on the face hereof
      under
      the 1933 Act or any other securities law or to take any action not otherwise
      required under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Trust Administrator,
      the Depositor, the Servicer and any Sub-Servicer against any liability that
      may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

          
 

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          

 

        

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 CE 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED
      HEREIN.

     

    
      	
              Series:
                2007-AHL1

               

            	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $24,698,579.62

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $24,698,579.62

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	
              Aggregate
                Notional Amount of the Class

              CE
                Certificates as of the Issue Date: 

              $796,721,579.62

            	
              Issue
                Date: February 28, 2007

               

            


    

    


    


     

    


     

    THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
      TIME
      MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
      BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
      CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Realty Corp. is the registered owner
      of
      a Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class CE Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class CE Certificates in REMIC II created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
      Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer, Trust
      Administrator and the Trustee, a summary of certain of the pertinent provisions
      of which is set forth hereafter. To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class CE
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

          
 

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          \



        

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 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:
                2007-AHL1

               

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

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2007

               

            	
              Denomination:
                $100.00

               

            
	
              First
                Distribution Date: March 26, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Realty Corp. is the registered owner
      of
      a Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class P Certificates
      as of
      the Issue Date) in that certain beneficial ownership interest evidenced by
      all
      the Class P Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer and the Trustee, a summary
      of certain of the pertinent provisions of which is set forth hereafter. To
      the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Certificate is issued under and is subject
      to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class P Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

           

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 R CERTIFICATE

     

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

     

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

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE 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(D) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100%

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2007

               

            	 
	
              First
                Distribution Date: March 26, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Inc. is the registered owner of a
      Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class R Certificates
      as of
      the Issue Date) in that certain beneficial ownership interest evidenced by
      all
      the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer, the Trust Administrator and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates equal to the denomination specified on the face
      hereof divided by the aggregate Certificate Principal Balance of the Class
      of
      Certificates specified on the face hereof.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee, and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    Any
      resale, transfer or other disposition of this certificate may be made only
      in
      accordance with the provisions of section 5.02 of the agreement referred to
      herein.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(b) of the Agreement.

     

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

     

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

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the purchase by the holders of the Class X
      Certificates or the Servicer of all Mortgage Loans and related REO Property
      remaining in REMIC I, (ii) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan or REO Property
      remaining in REMIC I. The Agreement permits, but does not require, the party
      designated in the Agreement to purchase from REMIC I all the Mortgage Loans
      and
      all property acquired in respect of any Mortgage Loan at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates; however, such right to purchase is subject
      to
      the aggregate Stated Principal Balance of the Mortgage Loans at the time of
      purchase being less than 10% of the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      none of the Trustee, Servicer or Trust Administrator assume responsibility
      for
      their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

          
 

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 R-X CERTIFICATE

     

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

     

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

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE 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(D) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

     

    
      	
              Series
                2007-AHL1

               

            	
              Aggregate
                Percentage Interest of the Class R-X Certificates as of the Issue
                Date:
                100%

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: February 1,
                2007

               

            	 
	
              First
                Distribution Date: March 26, 2007

               

            	
              Servicer:
                Wells Fargo Bank, N.A.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: February 28, 2007

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Inc. is the registered owner of a
      Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class R-X Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class R-X Certificates created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R-X
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates equal to the denomination specified on the face
      hereof divided by the aggregate Certificate Principal Balance of the Class
      of
      Certificates specified on the face hereof.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee, and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    Any
      resale, transfer or other disposition of this certificate may be made only
      in
      accordance with the provisions of section 5.02 of the agreement referred to
      herein.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(b) of the Agreement.

     

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

     

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

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the purchase by the holders of the Class X
      Certificates or the Servicer of all Mortgage Loans and related REO Property
      remaining in REMIC I, (ii) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan or REO Property
      remaining in REMIC I. The Agreement permits, but does not require, the party
      designated in the Agreement to purchase from REMIC I all the Mortgage Loans
      and
      all property acquired in respect of any Mortgage Loan at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates; however, such right to purchase is subject
      to
      the aggregate Stated Principal Balance of the Mortgage Loans at the time of
      purchase being less than 10% of the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      none of the Trustee, Servicer or Trust Administrator assume responsibility
      for
      their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    
      Dated:
        February ___, 2007

      
         

        
          
            	
                    Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                      By:______________________________  

                  
	
                     Authorized
                      Officer

                  


          

          
 

        

      

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        
          
            	
                      Citibank,
                      N.A., as Trust Administrator

                  
	 
	
                    By:______________________________  

                  
	
                     Authorized
                      Signatory

                  


          

          
 

        

      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right if
                survivorship and not as tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the 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 Trust
      Administrator pursuant to Section 4.07(a)(iv). If the Trust Administrator is
      indicated below as to any item, then the Trust Administrator is primarily
      responsible for obtaining that information. 

    


    Under
      Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.02,
      provided by the Trust Administrator based on information received from the
      Servicer; and b) items marked “Form 10-D report” are required to be in the Form
      10-D report but not the 4.02 statement, provided by the party indicated.
      Information under all other Items of Form 10-D is to be included in the Form
      10-D report.

    

      
        	
                Form

              	
                Item

              	
                Description

              	
                Responsible
                  Party

              
	
                10-D

              	
                Must
                  be filed within 15 days of the Distribution Date.

              
	
                1

              	
                Distribution
                  and Pool Performance Information

                 

              	 
	
                Item
                  1121(a) - Distribution and Pool Performance Information

                 

              	 
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

                 

              	
                4.02
                  statement

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

                 

              	
                4.02
                  statement

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

                 

              	
                4.02
                  statement

              
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

                 

              	
                4.02
                  statement

              
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

                 

              	
                4.02
                  statement

              
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

                 

              	
                4.02
                  statement

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

                 

              	
                4.02
                  statement

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

                 

              	
                4.02
                  statement

              
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

                 

              	
                4.02
                  statement

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

                 

              	
                4.02
                  statement

              
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

                 

              	
                4.02
                  statement

              
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average life, weighted average remaining term,
                  pool
                  factors and prepayment amounts.

              	
                4.02
                  statement

                 

                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

                 

              
	
                (9)
                  Delinquency and loss information for the period. 

                 

                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.

                 

              	
                4.02
                  statement.

                 

                Form
                  10-D report: Depositor

              
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for reimbursements.

                 

              	
                4.02
                  statement

              
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

                 

              	
                Form
                  10-D report: Trust Administrator (to
                  the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

                 

              	
                Form
                  10-D report 

              
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

                 

              	
                4.02
                  statement

              
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

                 

                [information
                  regarding] any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

                 

                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

                 

              	
                Form
                  10-D report: Depositor

                 

                Form
                  10-D report: Depositor

                 

                 

                 

                Form
                  10-D report: Depositor

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                Updated
                  pool information as required under Item 1121(b).

                 

              	
                Depositor

              
	
                2

              	
                Legal
                  Proceedings

              	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian

                 

              	
                 

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Depositor

                Servicer

                Originator

                Custodian

              
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

                 

              	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

                 

              	
                 

                 

                Depositor

              
	
                4

              	
                Defaults
                  Upon Senior Securities

                 

              	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

                 

              	
                 

                 

                N/A

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

                 

              	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Depositor
                  or Trust Administrator (to
                  the extent of the Trust Administrator’s actual knowledge)

                 

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

                 

              	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

                 

              	 
	
                7

              	
                Significant
                  Enhancement Provider Information

                 

              	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

                 

                Determining
                  applicable disclosure threshold

                Obtaining
                  required financial information or effecting incorporation by
                  reference

                 

              	
                 

                 

                Depositor

                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial Information*

                 

                Determining
                  current maximum probable exposure

                Determining
                  current significance percentage

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                 

                Depositor

                Trust
                  Administrator

                Depositor

                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

                 

              	 
	
                8

              	
                Other
                  Information

                 

              	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

                 

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below

                 

              
	
                9

              	
                Exhibits

              	 
	
                Distribution
                  report

              	
                Trust
                  Administrator

                 

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

                 

              
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

                 

              	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

                 

              	
                Depositor

                 

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

                 

              	 
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                Examples:
                  servicing agreement, custodial agreement.

                 

              	
                Depositor

                 

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

                 

              	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership with respect
                  to any
                  of the following: 

                Sponsor
                  (Seller), Depositor, Servicer, Trust Administrator, Cap Provider,
                  Custodian

                 

              	
                Trust
                  Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

                 

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

                 

              	 
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the 4.02 statement

                 

              	
                Trust
                  Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

                 

              	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

                 

              	
                Trust
                  Administrator

              
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

                 

              	 
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

                 

              	
                Depositor

              
	
                5.06

              	
                Change
                  in Shell Company Status

                 

              	 
	
                [Not
                  applicable to ABS issuers]

                 

              	
                Depositor

              
	
                6.01

              	
                ABS
                  Informational and Computational Material

                 

              	 
	
                [Not
                  included in reports to be filed under Section 4.07]

                 

              	
                Depositor

                 

              
	
                6.02

              	
                Change
                  of Servicer, Trustee or Trust Administrator

              	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master Servicer, affiliated Servicer, other Servicer servicing
                  10% or more
                  of pool assets at time of report, other material Servicer, trust
                  administrator or trustee. Reg AB disclosure about any new Servicer,
                  trust
                  administrator or trustee is also required.

                 

              	
                Trust
                  Administrator or Servicer

                 

              
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support

                 

              	 
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  Reg AB disclosure about any new enhancement provider is also
                  required.

                 

              	
                Depositor
                  

                 

              
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	
                Trust
                  Administrator

                 

              
	
                6.05

              	
                Securities
                  Act Updating Disclosure

                 

              	 
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

                 

              	
                Depositor

              
	
                If
                  there are any new Servicer or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

                 

              	
                Depositor

              
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                Depositor

                 

              
	
                8.01

              	
                Other
                  Events

              	
                 

              
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

                 

              	
                Depositor

              
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                N/A

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              
	
                9B

              	
                Other
                  Information

                 

              	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

                 

              	
                Depositor

                 

              
	
                15

              	
                Exhibits
                  and Financial Statement Schedules

                 

              	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	
                N/A

                 

              
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

                 

                Determining
                  applicable disclosure threshold

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                 

                Depositor

                Depositor

                 

              
	
                Item
                  1115(b) - Derivative Counterparty Financial Information

                 

                Determining
                  current maximum probable exposure

                Determining
                  current significance percentage

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                 

                Trust
                  Administrator

                Trust
                  Administrator

                Depositor

                 

              
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates entered into outside the ordinary course
                  of
                  business or is on terms other than would be obtained in an arm’s length
                  transaction with an unrelated third party, apart from the asset-backed
                  securities transaction, that are material to
                  Certificateholders:

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian
                  

                Credit
                  Enhancer/Support Provider, if any

                Significant
                  Obligor, if any

              	
                 

                 

                 

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian
                  

                Depositor

                Depositor

                 

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                Each
                  Party participating in the servicing function

                 

              
	
                Item
                  1123 - Servicer Compliance Statement

              	
                Servicer

                 

              


      


       

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      C

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Definitions

    Primary
      Servicer- transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Trust
      Administrator - waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer - named in the transaction (in the event a Back-up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Paying
      Agent - distributor of funds to ultimate investor (Trust Administrator performs
      this function)

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “trust administrator” functions,
      while in another transaction, the trust administrator may perform these
      functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key:

    X
      -
      obligation

    


    
      	 Reg
              AB Reference	 Servicing
              Criteria	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trust
                Administrator

            
	 	 General
              Servicing Considerations	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                Servicer
                for the Pool Assets are maintained. 

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	 	 	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                * 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the Servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the Servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	 	
              X

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	 	
              X

            


    

    


    


    

      

      
        * Subject
          to clarification from the SEC.

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



     

     

    EXHIBIT
      D

     

    FORM
      OF
      ASSIGNMENT AGREEMENT

     

    


    


    ASSIGNMENT
      AND RECOGNITION AGREEMENT

     

    THIS
      ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 28, 2007, (“Agreement”)
      among
      Citigroup Global Markets Realty Corp. (“Assignor”),
      Citigroup Mortgage Loan Trust Inc. (“Assignee”)
      and
      Accredited Home Lenders, Inc. (the “Company”):

     

    For
      and
      in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
      consideration the receipt and sufficiency of which hereby are acknowledged,
      and
      of the mutual covenants herein contained, the parties hereto hereby agree as
      follows:

     

    Assignment
      and Conveyance

     

    Section.
      1  The
      Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
      (x) all of the right, title and interest of the Assignor, as purchaser, in,
      to
      and under (a) those certain Mortgage Loans listed as being originated by the
      Company or Aames Capital Corporation on the schedule (the “Mortgage
      Loan Schedule”)
      attached hereto as Exhibit A (the “Mortgage
      Loans”)
      and
      (b) except as described below, that certain Master Mortgage Loan Purchase and
      Interim Servicing Agreement dated as of June 1, 2005, as amended (the
“Purchase
      Agreement”),
      between the Assignor, as purchaser (the “Purchaser”),
      and
      the Company, as seller, solely insofar as the Purchase Agreement relates to
      the
      Mortgage Loans and (y) other than as provided below with respect to the
      enforcement of representations and warranties, none of the obligations of the
      Assignor under the Purchase Agreement.

     

    The
      Assignor specifically reserves and does not assign to the Assignee hereunder
      any
      and all right, title and interest in, to and under and any obligations of the
      Assignor with respect to the servicing rights or any mortgage loans subject
      to
      the Purchase Agreement which are not the Mortgage Loans set forth on the
      Mortgage Loan Schedule and are not the subject of this Agreement.

     

    The
      Assignor and the Assignee each hereby retain the right to enforce the
      representations and warranties set forth in Section 7.01 and Section 7.02 with
      respect to the Company and the Mortgage Loans against the Company; provided,
      however, that in no event shall the Company be required to pay the Repurchase
      Price with respect to any Mortgage Loan more than once in connection with the
      repurchase of a Mortgage Loan pursuant to Section 7.03 or 7.04 of the Purchase
      Agreement. In addition, the right to require the Company to repurchase a
      Mortgage Loan shall be exercised solely by the Assignee, its successors and
      assigns. 

     

    Recognition
      of the Company

     

    Section.
      2  From
      and
      after the date hereof, the Company shall and does hereby recognize that the
      Assignee will transfer the Mortgage Loans and assign its rights under the
      Purchase Agreement (solely to the extent set forth herein) and this Agreement
      to
      Citigroup Mortgage Loan Trust 2007-AHL1 (the “Trust”)
      created pursuant to a Pooling and Servicing Agreement, dated as of February
      1,
      2007 (the “Pooling
      Agreement”),
      among
      the Assignee, U.S. Bank National Association, as trustee (including its
      successors in interest and any successor trustees under the Pooling Agreement,
      the “Trustee”), Citibank, N.A., as trust administrator (the “Trust
      Administrator”), Wells Fargo Bank, N.A., as servicer (including its successors
      in interest and any successor servicer under the Pooling Agreement, the
“Servicer”).
      The
      Company hereby acknowledges and agrees that from and after the date hereof
      (i)
      the Trust will be the owner of the Mortgage Loans, (ii) the Company shall look
      solely to the Trust for performance of any obligations of the Assignor insofar
      as they relate to the enforcement of the representations, warranties and
      covenants with respect to the Mortgage Loans, (iii) the Trust (including the
      Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights
      and remedies available to the Assignor, insofar as they relate to the Mortgage
      Loans, under the Purchase Agreement, including, without limitation, the
      enforcement of the document delivery requirements and remedies with respect
      to
      breaches of representations and warranties set forth in the Purchase Agreement,
      and shall be entitled to enforce all of the obligations of the Company
      thereunder insofar as they relate to the Mortgage Loans, and (iv) all references
      to the Purchaser (insofar as they relate to the rights, title and interest
      and,
      with respect to obligations of the Purchaser, only insofar as they relate to
      the
      enforcement of the representations, warranties and covenants of the Company
      under the Purchase Agreement insofar as they relate to the Mortgage Loans,
      shall
      be deemed to refer to the Trust (including the Trustee and the Servicer acting
      on the Trust’s behalf). Neither the Company nor the Assignor shall amend or
      agree to amend, modify, waiver, or otherwise alter any of the terms or
      provisions of the Purchase Agreement which amendment, modification, waiver
      or
      other alteration would in any way affect the Mortgage Loans or the Company’s
      performance under the Purchase Agreement with respect to the Mortgage Loans
      without the prior written consent of the Trustee.

     

    Representations
      and Warranties

     

    Section.
      3  The
      Company warrants and represents to the Assignor, the Assignee and the Trust
      as
      of the date hereof that:

     

    (1)  The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction of its incorporation;

     

    (2)  The
      Company has full power and authority to execute, deliver and perform its
      obligations under this Agreement and has full power and authority to perform
      its
      obligations under the Purchase Agreement. The execution by the Company of this
      Agreement is in the ordinary course of the Company’s business and will not
      conflict with, or result in a breach of, any of the terms, conditions or
      provisions of the Company’s charter or bylaws or any legal restriction, or any
      material agreement or instrument to which the Company is now a party or by
      which
      it is bound, or result in the violation of any law, rule, regulation, order,
      judgment or decree to which the Company or its property is subject. The
      execution, delivery and performance by the Company of this Agreement have been
      duly authorized by all necessary corporate action on part of the Company. This
      Agreement has been duly executed and delivered by the Company, and, upon the
      due
      authorization, execution and delivery by the Assignor and the Assignee, will
      constitute the valid and legally binding obligation of the Company, enforceable
      against the Company in accordance with its terms except as enforceability may
      be
      limited by bankruptcy, reorganization, insolvency, moratorium or other similar
      laws now or hereafter in effect relating to creditors’ rights generally, and by
      general principles of equity regardless of whether enforceability is considered
      in a proceeding in equity or at law; 

     

    (3)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      the Company in connection with the execution, delivery or performance by the
      Company of this Agreement except as has already been obtained; and

     

    (4)  There
      is
      no action, suit, proceeding or investigation pending or threatened against
      the
      Company, before any court, administrative agency or other tribunal, which would
      draw into question the validity of this Agreement or the Purchase Agreement,
      or
      which, either in any one instance or in the aggregate, would result in any
      material adverse change in the ability of the Company to perform its obligations
      under this Agreement or the Purchase Agreement, and the Company is
      solvent.

     

    Section.
      4  Pursuant
      to Section 12 of the Purchase Agreement, the Company hereby represents and
      warrants, for the benefit of the Assignor, the Assignee and the Trust, that
      the
      representations and warranties set forth in Subsections 7.01 and 7.02 of the
      Purchase Agreement which are attached hereto as Exhibit B (with respect the
      Mortgage Loans originated by the Company) and Exhibit C (with respect to the
      Mortgage Loans originated by Aames Capital Corporation), are true and correct
      as
      of the date hereof as if such representations and warranties were made on the
      date hereof (i) except that the representation and warranty set forth in Section
      7.02(i) shall, for purposes of this Agreement, relate to the Mortgage Loan
      Schedule attached hereto and (ii) subject to such events or circumstances that
      have arisen or occurred subsequent to the related Closing Date.

     

    Section.
      5  The
      Assignor hereby makes the following representations and warranties as of the
      date hereof:

     

    (1)  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;

     

    (2)  No
      Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
      terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
      Glossary Revised, Appendix E); 

     

    (3)  No
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act; and

     

    (4)  With
      respect to the Group I Mortgage Loans only:

     

    (a) No
      mortgage loan has a prepayment period, the duration of which exceeds three
      (3)
      years from the date of origination; 

     

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

     

    (c) No
      borrower was charged with “points and fees” (whether or not financed) in an
      amount that exceeds the greater of (1) 5% of the principal amount of the
      Mortgage Loan (such 5% limitation s calculated in accordance with Fannie Mae’s
      requirements as set forth in the Fannie Mae Selling Guide or (2)
      $1,000.

     

    Remedies
      for Breach of Representations and Warranties

     

    Section.
      6  The
      Company hereby acknowledges and agrees that the remedies available to the
      Assignor, the Assignee and the Trust (including the Trustee and the Servicer
      acting on the Trust’s behalf) in connection with any breach of the
      representations and warranties made by the Company set forth in Sections 3
      and 4
      hereof shall be as set forth in Section 7.03 of the Purchase Agreement as if
      they were set forth herein (including without limitation the repurchase and
      indemnity obligations set forth therein).

     

    The
      Assignor hereby acknowledges and agrees that the remedies available to the
      Assignee and the Trust (including the Trustee and the Servicer acting on the
      Trust’s behalf) in connection with any breach of the representations and
      warranties made by the Assignor set forth in Section 5 hereof shall be as set
      forth in Section 2.03 of the Pooling Agreement as if they were set forth
      herein.

     

    Miscellaneous

     

    Section.
      7  This
      Agreement shall be construed in accordance with the laws of the State of New
      York, without regard to conflicts of law principles, and the obligations, rights
      and remedies of the parties hereunder shall be determined in accordance with
      such laws. 

     

    Section.
      8  No
      term
      or provision of this Agreement may be waived or modified unless such waiver
      or
      modification is in writing and signed by the party against whom such waiver
      or
      modification is sought to be enforced, with the prior written consent of the
      Trustee. 

     

    Section.
      9  This
      Agreement shall inure to the benefit of (i) the successors and assigns of the
      parties hereto and (ii) the Trust (including the Trustee and the Servicer acting
      on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
      be merged or consolidated shall, without the requirement for any further
      writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
      

     

    Section.
      10  Each
      of
      this Agreement and the Purchase Agreement shall survive the conveyance of the
      Mortgage Loans and the assignment of the Purchase Agreement (to the extent
      assigned hereunder) by Assignor to Assignee and by Assignee to the Trust and
      nothing contained herein shall supersede or amend the terms of the Purchase
      Agreement. 

     

    Section.
      11  This
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original and all such counterparts shall
      constitute one and the same instrument. 

     

    Section.
      12  In
      the
      event that any provision of this Agreement conflicts with any provision of
      the
      Purchase Agreement with respect to the Mortgage Loans, the terms of this
      Agreement shall control. 

     

    Section.
      13  Capitalized
      terms used in this Agreement (including the exhibits hereto) but not defined
      in
      this Agreement shall have the meanings given to such terms in the Purchase
      Agreement.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      duly authorized officers as of the date first above written.

     

     

    
      	 CITIGROUP
              GLOBAL MARKETS REALTY CORP.


    

     

    
      	 By:	 
	 Name:	 
	 Its:	 


    

     

    
       

       

      
        	 CITIGROUP
                MORTGAGE LOAN TRUST INC.


      

       

      
        	 By:	 
	 Name:	 
	 Its:	 


      

       

    

    
      
         

         

        
          	 ACCREDITED
                  HOME LENDERS, INC.


        

         

        
          	 By:	 
	 Name:	 
	 Its:	 


        

         

      

    

     

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      A

    


    MORTGAGE
      LOAN SCHEDULE

    


    

      
        	
                Exhibit
                  A

                 

              
	
                Loan
                  ID

              	
                Originator

              
	
                221677973

              	
                ACCREDITED

              
	
                221677974

              	
                ACCREDITED

              
	
                221682468

              	
                AAMES

              
	
                221682470

              	
                AAMES

              
	
                221682475

              	
                AAMES

              
	
                221682482

              	
                AAMES

              
	
                221682484

              	
                AAMES

              
	
                221682489

              	
                AAMES

              
	
                221682492

              	
                AAMES

              
	
                221682494

              	
                AAMES

              
	
                221680111

              	
                ACCREDITED

              
	
                221684251

              	
                AAMES

              
	
                221684259

              	
                AAMES

              
	
                221681648

              	
                ACCREDITED

              
	
                221681650

              	
                ACCREDITED

              
	
                221681653

              	
                ACCREDITED

              
	
                221681662

              	
                ACCREDITED

              
	
                221681675

              	
                ACCREDITED

              
	
                221681678

              	
                ACCREDITED

              
	
                221681684

              	
                ACCREDITED

              
	
                221681694

              	
                ACCREDITED

              
	
                221681698

              	
                ACCREDITED

              
	
                221681701

              	
                ACCREDITED

              
	
                221681703

              	
                ACCREDITED

              
	
                221681718

              	
                ACCREDITED

              
	
                221681720

              	
                ACCREDITED

              
	
                221678089

              	
                ACCREDITED

              
	
                221678095

              	
                ACCREDITED

              
	
                221682514

              	
                AAMES

              
	
                221682515

              	
                AAMES

              
	
                221677794

              	
                ACCREDITED

              
	
                221677807

              	
                ACCREDITED

              
	
                221681295

              	
                ACCREDITED

              
	
                221680517

              	
                ACCREDITED

              
	
                221680521

              	
                ACCREDITED

              
	
                221684222

              	
                AAMES

              
	
                221684225

              	
                AAMES

              
	
                221684229

              	
                AAMES

              
	
                221680530

              	
                ACCREDITED

              
	
                221680538

              	
                ACCREDITED

              
	
                221680556

              	
                ACCREDITED

              
	
                221681729

              	
                ACCREDITED

              
	
                221681640

              	
                ACCREDITED

              
	
                221680280

              	
                ACCREDITED

              
	
                221680290

              	
                ACCREDITED

              
	
                221680562

              	
                ACCREDITED

              
	
                221680977

              	
                ACCREDITED

              
	
                221680985

              	
                ACCREDITED

              
	
                221680855

              	
                ACCREDITED

              
	
                221684247

              	
                AAMES

              
	
                221684257

              	
                AAMES

              
	
                221684067

              	
                AAMES

              
	
                221678989

              	
                ACCREDITED

              
	
                221678993

              	
                ACCREDITED

              
	
                221680621

              	
                ACCREDITED

              
	
                221684206

              	
                AAMES

              
	
                221684212

              	
                AAMES

              
	
                221684214

              	
                AAMES

              
	
                221684103

              	
                AAMES

              
	
                221680633

              	
                ACCREDITED

              
	
                221680651

              	
                ACCREDITED

              
	
                221680659

              	
                ACCREDITED

              
	
                221680669

              	
                ACCREDITED

              
	
                221680675

              	
                ACCREDITED

              
	
                221680679

              	
                ACCREDITED

              
	
                221680690

              	
                ACCREDITED

              
	
                221680697

              	
                ACCREDITED

              
	
                221680711

              	
                ACCREDITED

              
	
                221680713

              	
                ACCREDITED

              
	
                221680716

              	
                ACCREDITED

              
	
                221681232

              	
                ACCREDITED

              
	
                221681237

              	
                ACCREDITED

              
	
                221681244

              	
                ACCREDITED

              
	
                221681247

              	
                ACCREDITED

              
	
                221681282

              	
                ACCREDITED

              
	
                221681289

              	
                ACCREDITED

              
	
                221681291

              	
                ACCREDITED

              
	
                221681315

              	
                ACCREDITED

              
	
                221681317

              	
                ACCREDITED

              
	
                221681321

              	
                ACCREDITED

              
	
                221681322

              	
                ACCREDITED

              
	
                221683881

              	
                AAMES

              
	
                221680863

              	
                ACCREDITED

              
	
                221684107

              	
                AAMES

              
	
                221684151

              	
                AAMES

              
	
                221684130

              	
                AAMES

              
	
                221684034

              	
                AAMES

              
	
                221684036

              	
                AAMES

              
	
                221684038

              	
                AAMES

              
	
                221684043

              	
                AAMES

              
	
                221684049

              	
                AAMES

              
	
                221684056

              	
                AAMES

              
	
                221684057

              	
                AAMES

              
	
                221684061

              	
                AAMES

              
	
                221681299

              	
                ACCREDITED

              
	
                221681318

              	
                ACCREDITED

              
	
                221681319

              	
                ACCREDITED

              
	
                221684110

              	
                AAMES

              
	
                221684117

              	
                AAMES

              
	
                221684121

              	
                AAMES

              
	
                221684127

              	
                AAMES

              
	
                221684132

              	
                AAMES

              
	
                221684134

              	
                AAMES

              
	
                221684145

              	
                AAMES

              
	
                221684148

              	
                AAMES

              
	
                221684150

              	
                AAMES

              
	
                221684156

              	
                AAMES

              
	
                221684162

              	
                AAMES

              
	
                221681320

              	
                ACCREDITED

              
	
                221681330

              	
                ACCREDITED

              
	
                221681331

              	
                ACCREDITED

              
	
                221681342

              	
                ACCREDITED

              
	
                221681324

              	
                ACCREDITED

              
	
                221681328

              	
                ACCREDITED

              
	
                221681332

              	
                ACCREDITED

              
	
                221681334

              	
                ACCREDITED

              
	
                221681335

              	
                ACCREDITED

              
	
                221681339

              	
                ACCREDITED

              
	
                221681345

              	
                ACCREDITED

              
	
                221684241

              	
                AAMES

              
	
                221684163

              	
                AAMES

              
	
                221684167

              	
                AAMES

              
	
                221684031

              	
                AAMES

              
	
                221684035

              	
                AAMES

              
	
                221684054

              	
                AAMES

              
	
                221684055

              	
                AAMES

              
	
                221684064

              	
                AAMES

              
	
                221684065

              	
                AAMES

              
	
                221684072

              	
                AAMES

              
	
                221684073

              	
                AAMES

              
	
                221684078

              	
                AAMES

              
	
                221684082

              	
                AAMES

              
	
                221684083

              	
                AAMES

              
	
                221684091

              	
                AAMES

              
	
                221684114

              	
                AAMES

              
	
                221683884

              	
                AAMES

              
	
                221682521

              	
                AAMES

              
	
                221682685

              	
                AAMES

              
	
                221683945

              	
                AAMES

              
	
                221681343

              	
                ACCREDITED

              
	
                221681344

              	
                ACCREDITED

              
	
                221681347

              	
                ACCREDITED

              
	
                221681351

              	
                ACCREDITED

              
	
                221684238

              	
                AAMES

              
	
                221684243

              	
                AAMES

              
	
                221683901

              	
                AAMES

              
	
                221684232

              	
                AAMES

              
	
                221684101

              	
                AAMES

              
	
                221684102

              	
                AAMES

              
	
                221681354

              	
                ACCREDITED

              
	
                221683908

              	
                AAMES

              
	
                221683909

              	
                AAMES

              
	
                221683920

              	
                AAMES

              
	
                221683927

              	
                AAMES

              
	
                221683930

              	
                AAMES

              
	
                221683935

              	
                AAMES

              
	
                221683940

              	
                AAMES

              
	
                221683943

              	
                AAMES

              
	
                221683956

              	
                AAMES

              
	
                221683816

              	
                AAMES

              
	
                221683824

              	
                AAMES

              
	
                221683828

              	
                AAMES

              
	
                221682679

              	
                AAMES

              
	
                221683879

              	
                AAMES

              
	
                221684105

              	
                AAMES

              
	
                221682732

              	
                AAMES

              
	
                221681352

              	
                ACCREDITED

              
	
                221681353

              	
                ACCREDITED

              
	
                221681355

              	
                ACCREDITED

              
	
                221683900

              	
                AAMES

              
	
                221683912

              	
                AAMES

              
	
                221683916

              	
                AAMES

              
	
                221683925

              	
                AAMES

              
	
                221683926

              	
                AAMES

              
	
                221683933

              	
                AAMES

              
	
                221683946

              	
                AAMES

              
	
                221683950

              	
                AAMES

              
	
                221683953

              	
                AAMES

              
	
                221683911

              	
                AAMES

              
	
                221683913

              	
                AAMES

              
	
                221683915

              	
                AAMES

              
	
                221683922

              	
                AAMES

              
	
                221683931

              	
                AAMES

              
	
                221683936

              	
                AAMES

              
	
                221683939

              	
                AAMES

              
	
                221683941

              	
                AAMES

              
	
                221683829

              	
                AAMES

              
	
                221683834

              	
                AAMES

              
	
                221683836

              	
                AAMES

              
	
                221683839

              	
                AAMES

              
	
                221683942

              	
                AAMES

              
	
                221683944

              	
                AAMES

              
	
                221683951

              	
                AAMES

              
	
                221683817

              	
                AAMES

              
	
                221683821

              	
                AAMES

              
	
                221683827

              	
                AAMES

              
	
                221683831

              	
                AAMES

              
	
                221683954

              	
                AAMES

              
	
                221683815

              	
                AAMES

              
	
                221683818

              	
                AAMES

              
	
                221683825

              	
                AAMES

              
	
                221683830

              	
                AAMES

              
	
                221683840

              	
                AAMES

              
	
                221683845

              	
                AAMES

              
	
                221684261

              	
                AAMES

              
	
                221683838

              	
                AAMES

              
	
                221683843

              	
                AAMES

              
	
                221683851

              	
                AAMES

              
	
                221683859

              	
                AAMES

              
	
                221684264

              	
                AAMES

              
	
                221684266

              	
                AAMES

              
	
                221684267

              	
                AAMES

              
	
                221684273

              	
                AAMES

              
	
                221683844

              	
                AAMES

              
	
                221683853

              	
                AAMES

              
	
                221683856

              	
                AAMES

              
	
                221683860

              	
                AAMES

              
	
                221682730

              	
                AAMES

              
	
                221682753

              	
                AAMES

              
	
                221682748

              	
                AAMES

              
	
                221682756

              	
                AAMES

              
	
                221682750

              	
                AAMES

              
	
                221682752

              	
                AAMES

              
	
                221682769

              	
                AAMES

              
	
                221682772

              	
                AAMES

              
	
                221681919

              	
                ACCREDITED

              
	
                221682525

              	
                AAMES

              
	
                221682526

              	
                AAMES

              
	
                221682527

              	
                AAMES

              
	
                221683869

              	
                AAMES

              
	
                221683871

              	
                AAMES

              
	
                221683876

              	
                AAMES

              
	
                221683861

              	
                AAMES

              
	
                221683864

              	
                AAMES

              
	
                221683866

              	
                AAMES

              
	
                221682522

              	
                AAMES

              
	
                221684280

              	
                AAMES

              
	
                221684284

              	
                AAMES

              
	
                221684291

              	
                AAMES

              
	
                221682532

              	
                AAMES

              
	
                221682782

              	
                AAMES

              
	
                221682779

              	
                AAMES

              
	
                221684126

              	
                AAMES

              
	
                221682546

              	
                AAMES

              
	
                221682550

              	
                AAMES

              
	
                221682555

              	
                AAMES

              
	
                221682558

              	
                AAMES

              
	
                221682562

              	
                AAMES

              
	
                221682565

              	
                AAMES

              
	
                221682567

              	
                AAMES

              
	
                221682571

              	
                AAMES

              
	
                221682523

              	
                AAMES

              
	
                221682530

              	
                AAMES

              
	
                221683904

              	
                AAMES

              
	
                221682573

              	
                AAMES

              
	
                221682581

              	
                AAMES

              
	
                221682591

              	
                AAMES

              
	
                221682574

              	
                AAMES

              
	
                221682579

              	
                AAMES

              
	
                221682582

              	
                AAMES

              
	
                221682584

              	
                AAMES

              
	
                221682585

              	
                AAMES

              
	
                221682593

              	
                AAMES

              
	
                221682596

              	
                AAMES

              
	
                221682439

              	
                ACCREDITED

              
	
                221679909

              	
                ACCREDITED

              
	
                221684297

              	
                AAMES

              
	
                221684179

              	
                AAMES

              
	
                221682681

              	
                AAMES

              
	
                221682682

              	
                AAMES

              
	
                221682689

              	
                AAMES

              
	
                221682537

              	
                AAMES

              
	
                221682538

              	
                AAMES

              
	
                221682594

              	
                AAMES

              
	
                221682602

              	
                AAMES

              
	
                221684159

              	
                AAMES

              
	
                221680664

              	
                ACCREDITED

              
	
                221682705

              	
                AAMES

              
	
                221682707

              	
                AAMES

              
	
                221682712

              	
                AAMES

              
	
                221682713

              	
                AAMES

              
	
                221682714

              	
                AAMES

              
	
                221682716

              	
                AAMES

              
	
                221682722

              	
                AAMES

              
	
                221682724

              	
                AAMES

              
	
                221678624

              	
                ACCREDITED

              
	
                221682465

              	
                AAMES

              
	
                221682608

              	
                AAMES

              
	
                221682607

              	
                AAMES

              
	
                221682478

              	
                AAMES

              
	
                221682479

              	
                AAMES

              
	
                221682481

              	
                AAMES

              
	
                221682736

              	
                AAMES

              
	
                221682737

              	
                AAMES

              
	
                221682739

              	
                AAMES

              
	
                221682751

              	
                AAMES

              
	
                221682486

              	
                AAMES

              
	
                221682496

              	
                AAMES

              
	
                221682758

              	
                AAMES

              
	
                221682762

              	
                AAMES

              
	
                221682766

              	
                AAMES

              
	
                221682778

              	
                AAMES

              
	
                221682787

              	
                AAMES

              
	
                221684182

              	
                AAMES

              
	
                221684184

              	
                AAMES

              
	
                221682798

              	
                AAMES

              
	
                221682598

              	
                AAMES

              
	
                221682600

              	
                AAMES

              
	
                221683962

              	
                AAMES

              
	
                221682611

              	
                AAMES

              
	
                221682796

              	
                AAMES

              
	
                221682813

              	
                AAMES

              
	
                221682804

              	
                AAMES

              
	
                221682589

              	
                AAMES

              
	
                221682587

              	
                AAMES

              
	
                221682583

              	
                AAMES

              
	
                221682604

              	
                AAMES

              
	
                221682623

              	
                AAMES

              
	
                221682630

              	
                AAMES

              
	
                221682605

              	
                AAMES

              
	
                221682620

              	
                AAMES

              
	
                221682621

              	
                AAMES

              
	
                221682622

              	
                AAMES

              
	
                221682625

              	
                AAMES

              
	
                221684290

              	
                AAMES

              
	
                221684296

              	
                AAMES

              
	
                221684307

              	
                AAMES

              
	
                221684175

              	
                AAMES

              
	
                221684185

              	
                AAMES

              
	
                221682686

              	
                AAMES

              
	
                221682697

              	
                AAMES

              
	
                221682703

              	
                AAMES

              
	
                221682704

              	
                AAMES

              
	
                221682715

              	
                AAMES

              
	
                221682717

              	
                AAMES

              
	
                221682720

              	
                AAMES

              
	
                221682721

              	
                AAMES

              
	
                221682727

              	
                AAMES

              
	
                221682728

              	
                AAMES

              
	
                221682789

              	
                AAMES

              
	
                221682658

              	
                AAMES

              
	
                221682498

              	
                AAMES

              
	
                221682500

              	
                AAMES

              
	
                221682502

              	
                AAMES

              
	
                221682506

              	
                AAMES

              
	
                221682731

              	
                AAMES

              
	
                221682738

              	
                AAMES

              
	
                221682744

              	
                AAMES

              
	
                221682746

              	
                AAMES

              
	
                221682516

              	
                AAMES

              
	
                221684249

              	
                AAMES

              
	
                221684253

              	
                AAMES

              
	
                221684260

              	
                AAMES

              
	
                221682816

              	
                AAMES

              
	
                221682826

              	
                AAMES

              
	
                221681424

              	
                ACCREDITED

              
	
                221682045

              	
                ACCREDITED

              
	
                221684263

              	
                AAMES

              
	
                221684293

              	
                AAMES

              
	
                221684294

              	
                AAMES

              
	
                221684299

              	
                AAMES

              
	
                221684303

              	
                AAMES

              
	
                221684178

              	
                AAMES

              
	
                221684183

              	
                AAMES

              
	
                221684186

              	
                AAMES

              
	
                221682677

              	
                AAMES

              
	
                221682678

              	
                AAMES

              
	
                221682754

              	
                AAMES

              
	
                221682764

              	
                AAMES

              
	
                221682768

              	
                AAMES

              
	
                221682774

              	
                AAMES

              
	
                221682687

              	
                AAMES

              
	
                221682690

              	
                AAMES

              
	
                221682691

              	
                AAMES

              
	
                221682693

              	
                AAMES

              
	
                221682776

              	
                AAMES

              
	
                221682777

              	
                AAMES

              
	
                221682792

              	
                AAMES

              
	
                221682694

              	
                AAMES

              
	
                221682702

              	
                AAMES

              
	
                221682711

              	
                AAMES

              
	
                221682718

              	
                AAMES

              
	
                221682830

              	
                AAMES

              
	
                221682828

              	
                AAMES

              
	
                221682408

              	
                ACCREDITED

              
	
                221682835

              	
                AAMES

              
	
                221682836

              	
                AAMES

              
	
                221682852

              	
                AAMES

              
	
                221683854

              	
                AAMES

              
	
                221682799

              	
                AAMES

              
	
                221682800

              	
                AAMES

              
	
                221682801

              	
                AAMES

              
	
                221682806

              	
                AAMES

              
	
                221682815

              	
                AAMES

              
	
                221682819

              	
                AAMES

              
	
                221682820

              	
                AAMES

              
	
                221683857

              	
                AAMES

              
	
                221683865

              	
                AAMES

              
	
                221683873

              	
                AAMES

              
	
                221683877

              	
                AAMES

              
	
                221683878

              	
                AAMES

              
	
                221683880

              	
                AAMES

              
	
                221682519

              	
                AAMES

              
	
                221682528

              	
                AAMES

              
	
                221682529

              	
                AAMES

              
	
                221682531

              	
                AAMES

              
	
                221682542

              	
                AAMES

              
	
                221682545

              	
                AAMES

              
	
                221682729

              	
                AAMES

              
	
                221682733

              	
                AAMES

              
	
                221682740

              	
                AAMES

              
	
                221682741

              	
                AAMES

              
	
                221682553

              	
                AAMES

              
	
                221682554

              	
                AAMES

              
	
                221682557

              	
                AAMES

              
	
                221682563

              	
                AAMES

              
	
                221682749

              	
                AAMES

              
	
                221682755

              	
                AAMES

              
	
                221682760

              	
                AAMES

              
	
                221682763

              	
                AAMES

              
	
                221682568

              	
                AAMES

              
	
                221682572

              	
                AAMES

              
	
                221682576

              	
                AAMES

              
	
                221682578

              	
                AAMES

              
	
                221682586

              	
                AAMES

              
	
                221682592

              	
                AAMES

              
	
                221682595

              	
                AAMES

              
	
                221682765

              	
                AAMES

              
	
                221682771

              	
                AAMES

              
	
                221682781

              	
                AAMES

              
	
                221682619

              	
                AAMES

              
	
                221682626

              	
                AAMES

              
	
                221682631

              	
                AAMES

              
	
                221682785

              	
                AAMES

              
	
                221682786

              	
                AAMES

              
	
                221682791

              	
                AAMES

              
	
                221682794

              	
                AAMES

              
	
                221682632

              	
                AAMES

              
	
                221682634

              	
                AAMES

              
	
                221682822

              	
                AAMES

              
	
                221682644

              	
                AAMES

              
	
                221682795

              	
                AAMES

              
	
                221682810

              	
                AAMES

              
	
                221682821

              	
                AAMES

              
	
                221682827

              	
                AAMES

              
	
                221682824

              	
                AAMES

              
	
                221682829

              	
                AAMES

              
	
                221682847

              	
                AAMES

              
	
                221682659

              	
                AAMES

              
	
                221682668

              	
                AAMES

              
	
                221682636

              	
                AAMES

              
	
                221682848

              	
                AAMES

              
	
                221682849

              	
                AAMES

              
	
                221682850

              	
                AAMES

              
	
                221682854

              	
                AAMES

              
	
                221682841

              	
                AAMES

              
	
                221682855

              	
                AAMES

              
	
                221682857

              	
                AAMES

              
	
                221682860

              	
                AAMES

              
	
                221682643

              	
                AAMES

              
	
                221682664

              	
                AAMES

              
	
                221682666

              	
                AAMES

              
	
                221682670

              	
                AAMES

              
	
                221682867

              	
                AAMES

              
	
                221682868

              	
                AAMES

              
	
                221682870

              	
                AAMES

              
	
                221682877

              	
                AAMES

              
	
                221682698

              	
                AAMES

              
	
                221682649

              	
                AAMES

              
	
                221682972

              	
                AAMES

              
	
                221682975

              	
                AAMES

              
	
                221682856

              	
                AAMES

              
	
                221682861

              	
                AAMES

              
	
                221682879

              	
                AAMES

              
	
                221682893

              	
                AAMES

              
	
                221682672

              	
                AAMES

              
	
                221682673

              	
                AAMES

              
	
                221682654

              	
                AAMES

              
	
                221682971

              	
                AAMES

              
	
                221682973

              	
                AAMES

              
	
                221682978

              	
                AAMES

              
	
                221682983

              	
                AAMES

              
	
                221682984

              	
                AAMES

              
	
                221682965

              	
                AAMES

              
	
                221682989

              	
                AAMES

              
	
                221682414

              	
                ACCREDITED

              
	
                221682417

              	
                ACCREDITED

              
	
                221682418

              	
                ACCREDITED

              
	
                221682432

              	
                ACCREDITED

              
	
                221684235

              	
                AAMES

              
	
                221684116

              	
                AAMES

              
	
                221682979

              	
                AAMES

              
	
                221682994

              	
                AAMES

              
	
                221683006

              	
                AAMES

              
	
                221683007

              	
                AAMES

              
	
                221684120

              	
                AAMES

              
	
                221684123

              	
                AAMES

              
	
                221684125

              	
                AAMES

              
	
                221684133

              	
                AAMES

              
	
                221684135

              	
                AAMES

              
	
                221684168

              	
                AAMES

              
	
                221684169

              	
                AAMES

              
	
                221684170

              	
                AAMES

              
	
                221684172

              	
                AAMES

              
	
                221684173

              	
                AAMES

              
	
                221684174

              	
                AAMES

              
	
                221684045

              	
                AAMES

              
	
                221684052

              	
                AAMES

              
	
                221684058

              	
                AAMES

              
	
                221684068

              	
                AAMES

              
	
                221684071

              	
                AAMES

              
	
                221682889

              	
                AAMES

              
	
                221682891

              	
                AAMES

              
	
                221682899

              	
                AAMES

              
	
                221681384

              	
                ACCREDITED

              
	
                221682894

              	
                AAMES

              
	
                221682900

              	
                AAMES

              
	
                221682901

              	
                AAMES

              
	
                221682904

              	
                AAMES

              
	
                221682745

              	
                AAMES

              
	
                221684077

              	
                AAMES

              
	
                221684070

              	
                AAMES

              
	
                221682921

              	
                AAMES

              
	
                221682926

              	
                AAMES

              
	
                221682635

              	
                AAMES

              
	
                221682640

              	
                AAMES

              
	
                221682646

              	
                AAMES

              
	
                221682651

              	
                AAMES

              
	
                221682662

              	
                AAMES

              
	
                221682665

              	
                AAMES

              
	
                221682667

              	
                AAMES

              
	
                221682671

              	
                AAMES

              
	
                221682967

              	
                AAMES

              
	
                221682968

              	
                AAMES

              
	
                221682980

              	
                AAMES

              
	
                221682991

              	
                AAMES

              
	
                221682993

              	
                AAMES

              
	
                221681377

              	
                ACCREDITED

              
	
                221682907

              	
                AAMES

              
	
                221682909

              	
                AAMES

              
	
                221682927

              	
                AAMES

              
	
                221683008

              	
                AAMES

              
	
                221683009

              	
                AAMES

              
	
                221683018

              	
                AAMES

              
	
                221683029

              	
                AAMES

              
	
                221684075

              	
                AAMES

              
	
                221684076

              	
                AAMES

              
	
                221684080

              	
                AAMES

              
	
                221684081

              	
                AAMES

              
	
                221683026

              	
                AAMES

              
	
                221683027

              	
                AAMES

              
	
                221683021

              	
                AAMES

              
	
                221681467

              	
                ACCREDITED

              
	
                221682930

              	
                AAMES

              
	
                221682931

              	
                AAMES

              
	
                221682911

              	
                AAMES

              
	
                221683041

              	
                AAMES

              
	
                221683053

              	
                AAMES

              
	
                221683054

              	
                AAMES

              
	
                221683070

              	
                AAMES

              
	
                221683028

              	
                AAMES

              
	
                221682657

              	
                AAMES

              
	
                221682652

              	
                AAMES

              
	
                221683050

              	
                AAMES

              
	
                221683065

              	
                AAMES

              
	
                221683082

              	
                AAMES

              
	
                221683085

              	
                AAMES

              
	
                221683035

              	
                AAMES

              
	
                221683084

              	
                AAMES

              
	
                221682812

              	
                AAMES

              
	
                221682814

              	
                AAMES

              
	
                221682818

              	
                AAMES

              
	
                221682832

              	
                AAMES

              
	
                221682833

              	
                AAMES

              
	
                221682837

              	
                AAMES

              
	
                221682839

              	
                AAMES

              
	
                221683071

              	
                AAMES

              
	
                221683072

              	
                AAMES

              
	
                221683073

              	
                AAMES

              
	
                221683088

              	
                AAMES

              
	
                221682942

              	
                AAMES

              
	
                221682952

              	
                AAMES

              
	
                221682954

              	
                AAMES

              
	
                221682957

              	
                AAMES

              
	
                221683010

              	
                AAMES

              
	
                221683014

              	
                AAMES

              
	
                221684096

              	
                AAMES

              
	
                221683969

              	
                AAMES

              
	
                221682866

              	
                AAMES

              
	
                221682869

              	
                AAMES

              
	
                221682872

              	
                AAMES

              
	
                221682873

              	
                AAMES

              
	
                221683264

              	
                AAMES

              
	
                221683266

              	
                AAMES

              
	
                221682883

              	
                AAMES

              
	
                221682885

              	
                AAMES

              
	
                221682887

              	
                AAMES

              
	
                221682890

              	
                AAMES

              
	
                221682892

              	
                AAMES

              
	
                221682898

              	
                AAMES

              
	
                221682902

              	
                AAMES

              
	
                221682903

              	
                AAMES

              
	
                221682906

              	
                AAMES

              
	
                221682912

              	
                AAMES

              
	
                221682920

              	
                AAMES

              
	
                221682932

              	
                AAMES

              
	
                221682938

              	
                AAMES

              
	
                221682940

              	
                AAMES

              
	
                221682961

              	
                AAMES

              
	
                221683111

              	
                AAMES

              
	
                221682953

              	
                AAMES

              
	
                221683117

              	
                AAMES

              
	
                221682944

              	
                AAMES

              
	
                221682948

              	
                AAMES

              
	
                221682956

              	
                AAMES

              
	
                221682959

              	
                AAMES

              
	
                221683091

              	
                AAMES

              
	
                221683103

              	
                AAMES

              
	
                221683104

              	
                AAMES

              
	
                221683115

              	
                AAMES

              
	
                221683119

              	
                AAMES

              
	
                221683121

              	
                AAMES

              
	
                221683129

              	
                AAMES

              
	
                221683137

              	
                AAMES

              
	
                221683139

              	
                AAMES

              
	
                221683140

              	
                AAMES

              
	
                221683970

              	
                AAMES

              
	
                221683988

              	
                AAMES

              
	
                221683993

              	
                AAMES

              
	
                221682985

              	
                AAMES

              
	
                221683143

              	
                AAMES

              
	
                221683149

              	
                AAMES

              
	
                221683155

              	
                AAMES

              
	
                221681417

              	
                ACCREDITED

              
	
                221683273

              	
                AAMES

              
	
                221683278

              	
                AAMES

              
	
                221683283

              	
                AAMES

              
	
                221683148

              	
                AAMES

              
	
                221683152

              	
                AAMES

              
	
                221683161

              	
                AAMES

              
	
                221683156

              	
                AAMES

              
	
                221683168

              	
                AAMES

              
	
                221683175

              	
                AAMES

              
	
                221683181

              	
                AAMES

              
	
                221683995

              	
                AAMES

              
	
                221683998

              	
                AAMES

              
	
                221684005

              	
                AAMES

              
	
                221684008

              	
                AAMES

              
	
                221683193

              	
                AAMES

              
	
                221683202

              	
                AAMES

              
	
                221683203

              	
                AAMES

              
	
                221681843

              	
                ACCREDITED

              
	
                221681847

              	
                ACCREDITED

              
	
                221681849

              	
                ACCREDITED

              
	
                221681855

              	
                ACCREDITED

              
	
                221683174

              	
                AAMES

              
	
                221683177

              	
                AAMES

              
	
                221683183

              	
                AAMES

              
	
                221683191

              	
                AAMES

              
	
                221683194

              	
                AAMES

              
	
                221682617

              	
                AAMES

              
	
                221682627

              	
                AAMES

              
	
                221682628

              	
                AAMES

              
	
                221682642

              	
                AAMES

              
	
                221682647

              	
                AAMES

              
	
                221682653

              	
                AAMES

              
	
                221682656

              	
                AAMES

              
	
                221682660

              	
                AAMES

              
	
                221682964

              	
                AAMES

              
	
                221682966

              	
                AAMES

              
	
                221682970

              	
                AAMES

              
	
                221682977

              	
                AAMES

              
	
                221682981

              	
                AAMES

              
	
                221681864

              	
                ACCREDITED

              
	
                221682140

              	
                ACCREDITED

              
	
                221682143

              	
                ACCREDITED

              
	
                221682147

              	
                ACCREDITED

              
	
                221682986

              	
                AAMES

              
	
                221682987

              	
                AAMES

              
	
                221682988

              	
                AAMES

              
	
                221682992

              	
                AAMES

              
	
                221683292

              	
                AAMES

              
	
                221683298

              	
                AAMES

              
	
                221683299

              	
                AAMES

              
	
                221683304

              	
                AAMES

              
	
                221682148

              	
                ACCREDITED

              
	
                221682149

              	
                ACCREDITED

              
	
                221682151

              	
                ACCREDITED

              
	
                221682159

              	
                ACCREDITED

              
	
                221684009

              	
                AAMES

              
	
                221684023

              	
                AAMES

              
	
                221684025

              	
                AAMES

              
	
                221683894

              	
                AAMES

              
	
                221682161

              	
                ACCREDITED

              
	
                221682167

              	
                ACCREDITED

              
	
                221682171

              	
                ACCREDITED

              
	
                221682173

              	
                ACCREDITED

              
	
                221682182

              	
                ACCREDITED

              
	
                221682191

              	
                ACCREDITED

              
	
                221682996

              	
                AAMES

              
	
                221683171

              	
                AAMES

              
	
                221682923

              	
                AAMES

              
	
                221682998

              	
                AAMES

              
	
                221682194

              	
                ACCREDITED

              
	
                221682206

              	
                ACCREDITED

              
	
                221682225

              	
                ACCREDITED

              
	
                221682227

              	
                ACCREDITED

              
	
                221682997

              	
                AAMES

              
	
                221683015

              	
                AAMES

              
	
                221683019

              	
                AAMES

              
	
                221683025

              	
                AAMES

              
	
                221683030

              	
                AAMES

              
	
                221683033

              	
                AAMES

              
	
                221683034

              	
                AAMES

              
	
                221683039

              	
                AAMES

              
	
                221683044

              	
                AAMES

              
	
                221683047

              	
                AAMES

              
	
                221683049

              	
                AAMES

              
	
                221683056

              	
                AAMES

              
	
                221683066

              	
                AAMES

              
	
                221683067

              	
                AAMES

              
	
                221683069

              	
                AAMES

              
	
                221683077

              	
                AAMES

              
	
                221683016

              	
                AAMES

              
	
                221683398

              	
                AAMES

              
	
                221683399

              	
                AAMES

              
	
                221683403

              	
                AAMES

              
	
                221682831

              	
                AAMES

              
	
                221683017

              	
                AAMES

              
	
                221684090

              	
                AAMES

              
	
                221684092

              	
                AAMES

              
	
                221682228

              	
                ACCREDITED

              
	
                221682234

              	
                ACCREDITED

              
	
                221682238

              	
                ACCREDITED

              
	
                221682240

              	
                ACCREDITED

              
	
                221682245

              	
                ACCREDITED

              
	
                221682246

              	
                ACCREDITED

              
	
                221682260

              	
                ACCREDITED

              
	
                221682263

              	
                ACCREDITED

              
	
                221683410

              	
                AAMES

              
	
                221682834

              	
                AAMES

              
	
                221683432

              	
                AAMES

              
	
                221683429

              	
                AAMES

              
	
                221683421

              	
                AAMES

              
	
                221683435

              	
                AAMES

              
	
                221683422

              	
                AAMES

              
	
                221684004

              	
                AAMES

              
	
                221683057

              	
                AAMES

              
	
                221683061

              	
                AAMES

              
	
                221683062

              	
                AAMES

              
	
                221683445

              	
                AAMES

              
	
                221683441

              	
                AAMES

              
	
                221683068

              	
                AAMES

              
	
                221683076

              	
                AAMES

              
	
                221683079

              	
                AAMES

              
	
                221683081

              	
                AAMES

              
	
                221683083

              	
                AAMES

              
	
                221683094

              	
                AAMES

              
	
                221683098

              	
                AAMES

              
	
                221683106

              	
                AAMES

              
	
                221683274

              	
                AAMES

              
	
                221683277

              	
                AAMES

              
	
                221683310

              	
                AAMES

              
	
                221683322

              	
                AAMES

              
	
                221683323

              	
                AAMES

              
	
                221680066

              	
                ACCREDITED

              
	
                221682265

              	
                ACCREDITED

              
	
                221682267

              	
                ACCREDITED

              
	
                221682268

              	
                ACCREDITED

              
	
                221682273

              	
                ACCREDITED

              
	
                221683330

              	
                AAMES

              
	
                221683328

              	
                AAMES

              
	
                221683332

              	
                AAMES

              
	
                221683334

              	
                AAMES

              
	
                221683086

              	
                AAMES

              
	
                221683090

              	
                AAMES

              
	
                221683092

              	
                AAMES

              
	
                221683300

              	
                AAMES

              
	
                221683303

              	
                AAMES

              
	
                221683307

              	
                AAMES

              
	
                221683314

              	
                AAMES

              
	
                221683316

              	
                AAMES

              
	
                221683321

              	
                AAMES

              
	
                221683326

              	
                AAMES

              
	
                221682278

              	
                ACCREDITED

              
	
                221682279

              	
                ACCREDITED

              
	
                221682282

              	
                ACCREDITED

              
	
                221682290

              	
                ACCREDITED

              
	
                221683333

              	
                AAMES

              
	
                221683335

              	
                AAMES

              
	
                221683337

              	
                AAMES

              
	
                221683339

              	
                AAMES

              
	
                221683340

              	
                AAMES

              
	
                221683349

              	
                AAMES

              
	
                221681808

              	
                ACCREDITED

              
	
                221681809

              	
                ACCREDITED

              
	
                221681813

              	
                ACCREDITED

              
	
                221681829

              	
                ACCREDITED

              
	
                221681832

              	
                ACCREDITED

              
	
                221681839

              	
                ACCREDITED

              
	
                221681844

              	
                ACCREDITED

              
	
                221681850

              	
                ACCREDITED

              
	
                221682309

              	
                ACCREDITED

              
	
                221682310

              	
                ACCREDITED

              
	
                221682316

              	
                ACCREDITED

              
	
                221682320

              	
                ACCREDITED

              
	
                221681853

              	
                ACCREDITED

              
	
                221681861

              	
                ACCREDITED

              
	
                221681866

              	
                ACCREDITED

              
	
                221682142

              	
                ACCREDITED

              
	
                221682144

              	
                ACCREDITED

              
	
                221682152

              	
                ACCREDITED

              
	
                221682157

              	
                ACCREDITED

              
	
                221682165

              	
                ACCREDITED

              
	
                221682180

              	
                ACCREDITED

              
	
                221682190

              	
                ACCREDITED

              
	
                221682202

              	
                ACCREDITED

              
	
                221682205

              	
                ACCREDITED

              
	
                221682211

              	
                ACCREDITED

              
	
                221682212

              	
                ACCREDITED

              
	
                221682216

              	
                ACCREDITED

              
	
                221682327

              	
                ACCREDITED

              
	
                221682328

              	
                ACCREDITED

              
	
                221682329

              	
                ACCREDITED

              
	
                221682333

              	
                ACCREDITED

              
	
                221682232

              	
                ACCREDITED

              
	
                221682233

              	
                ACCREDITED

              
	
                221682247

              	
                ACCREDITED

              
	
                221682255

              	
                ACCREDITED

              
	
                221682259

              	
                ACCREDITED

              
	
                221682261

              	
                ACCREDITED

              
	
                221682269

              	
                ACCREDITED

              
	
                221682272

              	
                ACCREDITED

              
	
                221682274

              	
                ACCREDITED

              
	
                221682295

              	
                ACCREDITED

              
	
                221682299

              	
                ACCREDITED

              
	
                221682305

              	
                ACCREDITED

              
	
                221682307

              	
                ACCREDITED

              
	
                221682308

              	
                ACCREDITED

              
	
                221682321

              	
                ACCREDITED

              
	
                221682323

              	
                ACCREDITED

              
	
                221683097

              	
                AAMES

              
	
                221683099

              	
                AAMES

              
	
                221683100

              	
                AAMES

              
	
                221683102

              	
                AAMES

              
	
                221683251

              	
                AAMES

              
	
                221683253

              	
                AAMES

              
	
                221683254

              	
                AAMES

              
	
                221683257

              	
                AAMES

              
	
                221682335

              	
                ACCREDITED

              
	
                221682336

              	
                ACCREDITED

              
	
                221684282

              	
                AAMES

              
	
                221683259

              	
                AAMES

              
	
                221683261

              	
                AAMES

              
	
                221683265

              	
                AAMES

              
	
                221683268

              	
                AAMES

              
	
                221683272

              	
                AAMES

              
	
                221683284

              	
                AAMES

              
	
                221683290

              	
                AAMES

              
	
                221683294

              	
                AAMES

              
	
                221683279

              	
                AAMES

              
	
                221683280

              	
                AAMES

              
	
                221683281

              	
                AAMES

              
	
                221683286

              	
                AAMES

              
	
                221680230

              	
                ACCREDITED

              
	
                221680210

              	
                ACCREDITED

              
	
                221682615

              	
                AAMES

              
	
                221683965

              	
                AAMES

              
	
                221683348

              	
                AAMES

              
	
                221683355

              	
                AAMES

              
	
                221683364

              	
                AAMES

              
	
                221683296

              	
                AAMES

              
	
                221683312

              	
                AAMES

              
	
                221683313

              	
                AAMES

              
	
                221683315

              	
                AAMES

              
	
                221683325

              	
                AAMES

              
	
                221683336

              	
                AAMES

              
	
                221683343

              	
                AAMES

              
	
                221683351

              	
                AAMES

              
	
                221683356

              	
                AAMES

              
	
                221683358

              	
                AAMES

              
	
                221683363

              	
                AAMES

              
	
                221683368

              	
                AAMES

              
	
                221683287

              	
                AAMES

              
	
                221683289

              	
                AAMES

              
	
                221683301

              	
                AAMES

              
	
                221683302

              	
                AAMES

              
	
                221683317

              	
                AAMES

              
	
                221683318

              	
                AAMES

              
	
                221683327

              	
                AAMES

              
	
                221683338

              	
                AAMES

              
	
                221683341

              	
                AAMES

              
	
                221683342

              	
                AAMES

              
	
                221683345

              	
                AAMES

              
	
                221683371

              	
                AAMES

              
	
                221683374

              	
                AAMES

              
	
                221683379

              	
                AAMES

              
	
                221679992

              	
                ACCREDITED

              
	
                221683974

              	
                AAMES

              
	
                221682346

              	
                ACCREDITED

              
	
                221682347

              	
                ACCREDITED

              
	
                221683366

              	
                AAMES

              
	
                221683385

              	
                AAMES

              
	
                221683386

              	
                AAMES

              
	
                221683390

              	
                AAMES

              
	
                221683978

              	
                AAMES

              
	
                221683996

              	
                AAMES

              
	
                221683999

              	
                AAMES

              
	
                221684001

              	
                AAMES

              
	
                221684026

              	
                AAMES

              
	
                221684028

              	
                AAMES

              
	
                221684029

              	
                AAMES

              
	
                221683887

              	
                AAMES

              
	
                221683889

              	
                AAMES

              
	
                221683890

              	
                AAMES

              
	
                221683898

              	
                AAMES

              
	
                221683397

              	
                AAMES

              
	
                221683400

              	
                AAMES

              
	
                221683402

              	
                AAMES

              
	
                221683381

              	
                AAMES

              
	
                221683383

              	
                AAMES

              
	
                221683391

              	
                AAMES

              
	
                221683394

              	
                AAMES

              
	
                221683361

              	
                AAMES

              
	
                221683373

              	
                AAMES

              
	
                221683376

              	
                AAMES

              
	
                221683389

              	
                AAMES

              
	
                221683412

              	
                AAMES

              
	
                221683414

              	
                AAMES

              
	
                221683418

              	
                AAMES

              
	
                221683419

              	
                AAMES

              
	
                221683392

              	
                AAMES

              
	
                221683543

              	
                AAMES

              
	
                221683546

              	
                AAMES

              
	
                221683553

              	
                AAMES

              
	
                221683539

              	
                AAMES

              
	
                221683540

              	
                AAMES

              
	
                221683541

              	
                AAMES

              
	
                221683547

              	
                AAMES

              
	
                221683542

              	
                AAMES

              
	
                221683545

              	
                AAMES

              
	
                221683559

              	
                AAMES

              
	
                221683420

              	
                AAMES

              
	
                221683424

              	
                AAMES

              
	
                221683426

              	
                AAMES

              
	
                221683433

              	
                AAMES

              
	
                221683555

              	
                AAMES

              
	
                221683562

              	
                AAMES

              
	
                221683566

              	
                AAMES

              
	
                221683569

              	
                AAMES

              
	
                221683556

              	
                AAMES

              
	
                221683558

              	
                AAMES

              
	
                221683563

              	
                AAMES

              
	
                221683570

              	
                AAMES

              
	
                221683447

              	
                AAMES

              
	
                221683448

              	
                AAMES

              
	
                221683456

              	
                AAMES

              
	
                221683462

              	
                AAMES

              
	
                221683468

              	
                AAMES

              
	
                221683476

              	
                AAMES

              
	
                221683482

              	
                AAMES

              
	
                221683484

              	
                AAMES

              
	
                221683487

              	
                AAMES

              
	
                221683488

              	
                AAMES

              
	
                221683492

              	
                AAMES

              
	
                221683496

              	
                AAMES

              
	
                221683497

              	
                AAMES

              
	
                221683507

              	
                AAMES

              
	
                221683511

              	
                AAMES

              
	
                221683519

              	
                AAMES

              
	
                221683521

              	
                AAMES

              
	
                221683522

              	
                AAMES

              
	
                221683524

              	
                AAMES

              
	
                221683527

              	
                AAMES

              
	
                221683534

              	
                AAMES

              
	
                221683350

              	
                AAMES

              
	
                221683353

              	
                AAMES

              
	
                221683354

              	
                AAMES

              
	
                221683571

              	
                AAMES

              
	
                221683581

              	
                AAMES

              
	
                221683040

              	
                AAMES

              
	
                221683584

              	
                AAMES

              
	
                221683359

              	
                AAMES

              
	
                221683367

              	
                AAMES

              
	
                221683372

              	
                AAMES

              
	
                221683375

              	
                AAMES

              
	
                221683572

              	
                AAMES

              
	
                221683579

              	
                AAMES

              
	
                221683580

              	
                AAMES

              
	
                221683588

              	
                AAMES

              
	
                221683560

              	
                AAMES

              
	
                221683564

              	
                AAMES

              
	
                221683002

              	
                AAMES

              
	
                221683585

              	
                AAMES

              
	
                221683380

              	
                AAMES

              
	
                221683548

              	
                AAMES

              
	
                221683550

              	
                AAMES

              
	
                221683573

              	
                AAMES

              
	
                221683583

              	
                AAMES

              
	
                221683595

              	
                AAMES

              
	
                221682853

              	
                AAMES

              
	
                221682864

              	
                AAMES

              
	
                221683576

              	
                AAMES

              
	
                221683577

              	
                AAMES

              
	
                221683590

              	
                AAMES

              
	
                221682871

              	
                AAMES

              
	
                221682875

              	
                AAMES

              
	
                221682880

              	
                AAMES

              
	
                221682882

              	
                AAMES

              
	
                221682884

              	
                AAMES

              
	
                221682910

              	
                AAMES

              
	
                221683592

              	
                AAMES

              
	
                221683599

              	
                AAMES

              
	
                221683269

              	
                AAMES

              
	
                221683609

              	
                AAMES

              
	
                221683597

              	
                AAMES

              
	
                221683604

              	
                AAMES

              
	
                221683605

              	
                AAMES

              
	
                221683608

              	
                AAMES

              
	
                221683575

              	
                AAMES

              
	
                221683587

              	
                AAMES

              
	
                221683589

              	
                AAMES

              
	
                221683596

              	
                AAMES

              
	
                221682916

              	
                AAMES

              
	
                221682918

              	
                AAMES

              
	
                221682924

              	
                AAMES

              
	
                221682925

              	
                AAMES

              
	
                221682928

              	
                AAMES

              
	
                221682933

              	
                AAMES

              
	
                221682936

              	
                AAMES

              
	
                221683610

              	
                AAMES

              
	
                221683276

              	
                AAMES

              
	
                221683619

              	
                AAMES

              
	
                221683620

              	
                AAMES

              
	
                221682937

              	
                AAMES

              
	
                221682943

              	
                AAMES

              
	
                221682951

              	
                AAMES

              
	
                221682960

              	
                AAMES

              
	
                221683107

              	
                AAMES

              
	
                221683108

              	
                AAMES

              
	
                221683109

              	
                AAMES

              
	
                221683114

              	
                AAMES

              
	
                221683118

              	
                AAMES

              
	
                221683120

              	
                AAMES

              
	
                221683123

              	
                AAMES

              
	
                221683127

              	
                AAMES

              
	
                221683134

              	
                AAMES

              
	
                221683135

              	
                AAMES

              
	
                221683136

              	
                AAMES

              
	
                221683144

              	
                AAMES

              
	
                221683145

              	
                AAMES

              
	
                221683146

              	
                AAMES

              
	
                221683150

              	
                AAMES

              
	
                221683151

              	
                AAMES

              
	
                221683153

              	
                AAMES

              
	
                221683158

              	
                AAMES

              
	
                221683162

              	
                AAMES

              
	
                221683164

              	
                AAMES

              
	
                221683166

              	
                AAMES

              
	
                221683167

              	
                AAMES

              
	
                221683169

              	
                AAMES

              
	
                221683173

              	
                AAMES

              
	
                221683186

              	
                AAMES

              
	
                221683189

              	
                AAMES

              
	
                221683190

              	
                AAMES

              
	
                221683199

              	
                AAMES

              
	
                221683200

              	
                AAMES

              
	
                221683206

              	
                AAMES

              
	
                221682218

              	
                ACCREDITED

              
	
                221683613

              	
                AAMES

              
	
                221683616

              	
                AAMES

              
	
                221681533

              	
                ACCREDITED

              
	
                221683612

              	
                AAMES

              
	
                221683621

              	
                AAMES

              
	
                221682612

              	
                AAMES

              
	
                221683629

              	
                AAMES

              
	
                221683628

              	
                AAMES

              
	
                221683634

              	
                AAMES

              
	
                221683647

              	
                AAMES

              
	
                221683652

              	
                AAMES

              
	
                221683657

              	
                AAMES

              
	
                221684069

              	
                AAMES

              
	
                221684087

              	
                AAMES

              
	
                221684094

              	
                AAMES

              
	
                221684100

              	
                AAMES

              
	
                221683971

              	
                AAMES

              
	
                221683985

              	
                AAMES

              
	
                221683987

              	
                AAMES

              
	
                221684006

              	
                AAMES

              
	
                221684007

              	
                AAMES

              
	
                221684010

              	
                AAMES

              
	
                221684012

              	
                AAMES

              
	
                221684014

              	
                AAMES

              
	
                221684015

              	
                AAMES

              
	
                221684018

              	
                AAMES

              
	
                221683627

              	
                AAMES

              
	
                221683617

              	
                AAMES

              
	
                221682809

              	
                AAMES

              
	
                221683636

              	
                AAMES

              
	
                221684027

              	
                AAMES

              
	
                221683891

              	
                AAMES

              
	
                221683893

              	
                AAMES

              
	
                221683395

              	
                AAMES

              
	
                221683650

              	
                AAMES

              
	
                221683655

              	
                AAMES

              
	
                221682876

              	
                AAMES

              
	
                221682874

              	
                AAMES

              
	
                221683396

              	
                AAMES

              
	
                221683401

              	
                AAMES

              
	
                221683404

              	
                AAMES

              
	
                221683416

              	
                AAMES

              
	
                221682219

              	
                ACCREDITED

              
	
                221682226

              	
                ACCREDITED

              
	
                221682237

              	
                ACCREDITED

              
	
                221682242

              	
                ACCREDITED

              
	
                221682243

              	
                ACCREDITED

              
	
                221682252

              	
                ACCREDITED

              
	
                221682254

              	
                ACCREDITED

              
	
                221682258

              	
                ACCREDITED

              
	
                221683434

              	
                AAMES

              
	
                221683438

              	
                AAMES

              
	
                221683439

              	
                AAMES

              
	
                221683450

              	
                AAMES

              
	
                221682275

              	
                ACCREDITED

              
	
                221682276

              	
                ACCREDITED

              
	
                221682283

              	
                ACCREDITED

              
	
                221682285

              	
                ACCREDITED

              
	
                221683452

              	
                AAMES

              
	
                221683454

              	
                AAMES

              
	
                221683455

              	
                AAMES

              
	
                221683459

              	
                AAMES

              
	
                221682286

              	
                ACCREDITED

              
	
                221682292

              	
                ACCREDITED

              
	
                221682293

              	
                ACCREDITED

              
	
                221682296

              	
                ACCREDITED

              
	
                221683464

              	
                AAMES

              
	
                221683465

              	
                AAMES

              
	
                221683473

              	
                AAMES

              
	
                221683478

              	
                AAMES

              
	
                221683480

              	
                AAMES

              
	
                221683490

              	
                AAMES

              
	
                221683501

              	
                AAMES

              
	
                221683505

              	
                AAMES

              
	
                221683510

              	
                AAMES

              
	
                221683515

              	
                AAMES

              
	
                221683518

              	
                AAMES

              
	
                221683528

              	
                AAMES

              
	
                221682287

              	
                ACCREDITED

              
	
                221682298

              	
                ACCREDITED

              
	
                221682304

              	
                ACCREDITED

              
	
                221681547

              	
                ACCREDITED

              
	
                221683625

              	
                AAMES

              
	
                221683626

              	
                AAMES

              
	
                221683643

              	
                AAMES

              
	
                221683648

              	
                AAMES

              
	
                221683658

              	
                AAMES

              
	
                221682300

              	
                ACCREDITED

              
	
                221682301

              	
                ACCREDITED

              
	
                221682311

              	
                ACCREDITED

              
	
                221682312

              	
                ACCREDITED

              
	
                221683665

              	
                AAMES

              
	
                221683666

              	
                AAMES

              
	
                221683668

              	
                AAMES

              
	
                221683669

              	
                AAMES

              
	
                221682314

              	
                ACCREDITED

              
	
                221682317

              	
                ACCREDITED

              
	
                221682318

              	
                ACCREDITED

              
	
                221682324

              	
                ACCREDITED

              
	
                221683672

              	
                AAMES

              
	
                221683677

              	
                AAMES

              
	
                221683679

              	
                AAMES

              
	
                221682356

              	
                ACCREDITED

              
	
                221682357

              	
                ACCREDITED

              
	
                221682358

              	
                ACCREDITED

              
	
                221682363

              	
                ACCREDITED

              
	
                221682371

              	
                ACCREDITED

              
	
                221683052

              	
                AAMES

              
	
                221682669

              	
                AAMES

              
	
                221684129

              	
                AAMES

              
	
                221684095

              	
                AAMES

              
	
                221684098

              	
                AAMES

              
	
                221683663

              	
                AAMES

              
	
                221683670

              	
                AAMES

              
	
                221683968

              	
                AAMES

              
	
                221683973

              	
                AAMES

              
	
                221683979

              	
                AAMES

              
	
                221683992

              	
                AAMES

              
	
                221683994

              	
                AAMES

              
	
                221684016

              	
                AAMES

              
	
                221684017

              	
                AAMES

              
	
                221682325

              	
                ACCREDITED

              
	
                221682334

              	
                ACCREDITED

              
	
                221682339

              	
                ACCREDITED

              
	
                221682342

              	
                ACCREDITED

              
	
                221684022

              	
                AAMES

              
	
                221684030

              	
                AAMES

              
	
                221683892

              	
                AAMES

              
	
                221683407

              	
                AAMES

              
	
                221683409

              	
                AAMES

              
	
                221683425

              	
                AAMES

              
	
                221683428

              	
                AAMES

              
	
                221682338

              	
                ACCREDITED

              
	
                221682344

              	
                ACCREDITED

              
	
                221682348

              	
                ACCREDITED

              
	
                221682362

              	
                ACCREDITED

              
	
                221682353

              	
                ACCREDITED

              
	
                221682378

              	
                ACCREDITED

              
	
                221683686

              	
                AAMES

              
	
                221683436

              	
                AAMES

              
	
                221683437

              	
                AAMES

              
	
                221683442

              	
                AAMES

              
	
                221683449

              	
                AAMES

              
	
                221683451

              	
                AAMES

              
	
                221683467

              	
                AAMES

              
	
                221683489

              	
                AAMES

              
	
                221683493

              	
                AAMES

              
	
                221683499

              	
                AAMES

              
	
                221683503

              	
                AAMES

              
	
                221683504

              	
                AAMES

              
	
                221683506

              	
                AAMES

              
	
                221683508

              	
                AAMES

              
	
                221682372

              	
                ACCREDITED

              
	
                221682376

              	
                ACCREDITED

              
	
                221682381

              	
                ACCREDITED

              
	
                221683684

              	
                AAMES

              
	
                221683509

              	
                AAMES

              
	
                221683513

              	
                AAMES

              
	
                221683536

              	
                AAMES

              
	
                221682340

              	
                ACCREDITED

              
	
                221682365

              	
                ACCREDITED

              
	
                221682380

              	
                ACCREDITED

              
	
                221683685

              	
                AAMES

              
	
                221683690

              	
                AAMES

              
	
                221683687

              	
                AAMES

              
	
                221683689

              	
                AAMES

              
	
                221683693

              	
                AAMES

              
	
                221683694

              	
                AAMES

              
	
                221683691

              	
                AAMES

              
	
                221683699

              	
                AAMES

              
	
                221683700

              	
                AAMES

              
	
                221683707

              	
                AAMES

              
	
                221682345

              	
                ACCREDITED

              
	
                221682359

              	
                ACCREDITED

              
	
                221682373

              	
                ACCREDITED

              
	
                221682374

              	
                ACCREDITED

              
	
                221683697

              	
                AAMES

              
	
                221683698

              	
                AAMES

              
	
                221683703

              	
                AAMES

              
	
                221683705

              	
                AAMES

              
	
                221683696

              	
                AAMES

              
	
                221683702

              	
                AAMES

              
	
                221683706

              	
                AAMES

              
	
                221683709

              	
                AAMES

              
	
                221682375

              	
                ACCREDITED

              
	
                221682377

              	
                ACCREDITED

              
	
                221683701

              	
                AAMES

              
	
                221683704

              	
                AAMES

              
	
                221683714

              	
                AAMES

              
	
                221681195

              	
                ACCREDITED

              
	
                221680336

              	
                ACCREDITED

              
	
                221683717

              	
                AAMES

              
	
                221683720

              	
                AAMES

              
	
                221683729

              	
                AAMES

              
	
                221681948

              	
                ACCREDITED

              
	
                221683723

              	
                AAMES

              
	
                221683728

              	
                AAMES

              
	
                221683715

              	
                AAMES

              
	
                221683716

              	
                AAMES

              
	
                221683725

              	
                AAMES

              
	
                221683734

              	
                AAMES

              
	
                221683746

              	
                AAMES

              
	
                221683750

              	
                AAMES

              
	
                221683966

              	
                AAMES

              
	
                221683761

              	
                AAMES

              
	
                221683740

              	
                AAMES

              
	
                221683743

              	
                AAMES

              
	
                221683747

              	
                AAMES

              
	
                221683748

              	
                AAMES

              
	
                221683712

              	
                AAMES

              
	
                221683586

              	
                AAMES

              
	
                221683731

              	
                AAMES

              
	
                221683742

              	
                AAMES

              
	
                221683753

              	
                AAMES

              
	
                221683762

              	
                AAMES

              
	
                221683765

              	
                AAMES

              
	
                221683759

              	
                AAMES

              
	
                221683764

              	
                AAMES

              
	
                221683773

              	
                AAMES

              
	
                221683791

              	
                AAMES

              
	
                221683754

              	
                AAMES

              
	
                221683766

              	
                AAMES

              
	
                221683771

              	
                AAMES

              
	
                221683775

              	
                AAMES

              
	
                221683796

              	
                AAMES

              
	
                221683797

              	
                AAMES

              
	
                221683598

              	
                AAMES

              
	
                221683601

              	
                AAMES

              
	
                221683602

              	
                AAMES

              
	
                221683606

              	
                AAMES

              
	
                221683611

              	
                AAMES

              
	
                221683614

              	
                AAMES

              
	
                221683615

              	
                AAMES

              
	
                221683622

              	
                AAMES

              
	
                221683645

              	
                AAMES

              
	
                221683656

              	
                AAMES

              
	
                221683662

              	
                AAMES

              
	
                221683671

              	
                AAMES

              
	
                221683776

              	
                AAMES

              
	
                221683781

              	
                AAMES

              
	
                221683798

              	
                AAMES

              
	
                221683803

              	
                AAMES

              
	
                221683806

              	
                AAMES

              
	
                221682929

              	
                AAMES

              
	
                221682934

              	
                AAMES

              
	
                221682939

              	
                AAMES

              
	
                221682950

              	
                AAMES

              
	
                221682962

              	
                AAMES

              
	
                221683112

              	
                AAMES

              
	
                221683122

              	
                AAMES

              
	
                221683130

              	
                AAMES

              
	
                221683132

              	
                AAMES

              
	
                221683157

              	
                AAMES

              
	
                221683159

              	
                AAMES

              
	
                221683176

              	
                AAMES

              
	
                221683675

              	
                AAMES

              
	
                221683681

              	
                AAMES

              
	
                221683799

              	
                AAMES

              
	
                221683800

              	
                AAMES

              
	
                221683802

              	
                AAMES

              
	
                221683805

              	
                AAMES

              
	
                221683807

              	
                AAMES

              
	
                221683813

              	
                AAMES

              
	
                221683461

              	
                AAMES

              
	
                221683463

              	
                AAMES

              
	
                221683474

              	
                AAMES

              
	
                221683479

              	
                AAMES

              
	
                221683491

              	
                AAMES

              
	
                221683495

              	
                AAMES

              
	
                221683500

              	
                AAMES

              
	
                221683512

              	
                AAMES

              
	
                221683178

              	
                AAMES

              
	
                221683179

              	
                AAMES

              
	
                221683180

              	
                AAMES

              
	
                221683188

              	
                AAMES

              
	
                221683730

              	
                AAMES

              
	
                221683736

              	
                AAMES

              
	
                221679482

              	
                ACCREDITED

              
	
                221677865

              	
                ACCREDITED

              
	
                221678373

              	
                ACCREDITED

              
	
                221678380

              	
                ACCREDITED

              
	
                221683755

              	
                AAMES

              
	
                221683756

              	
                AAMES

              
	
                221683772

              	
                AAMES

              
	
                221683778

              	
                AAMES

              
	
                221683784

              	
                AAMES

              
	
                221683788

              	
                AAMES

              
	
                221683517

              	
                AAMES

              
	
                221683523

              	
                AAMES

              
	
                221683525

              	
                AAMES

              
	
                221683529

              	
                AAMES

              
	
                221683198

              	
                AAMES

              
	
                221683204

              	
                AAMES

              
	
                221683205

              	
                AAMES

              
	
                221683789

              	
                AAMES

              
	
                221683812

              	
                AAMES

              
	
                221683211

              	
                AAMES

              
	
                221683212

              	
                AAMES

              
	
                221683218

              	
                AAMES

              
	
                221683221

              	
                AAMES

              
	
                221683228

              	
                AAMES

              
	
                221683801

              	
                AAMES

              
	
                221683792

              	
                AAMES

              
	
                221683664

              	
                AAMES

              
	
                221683676

              	
                AAMES

              
	
                221683532

              	
                AAMES

              
	
                221683538

              	
                AAMES

              
	
                221683214

              	
                AAMES

              
	
                221683219

              	
                AAMES

              
	
                221683195

              	
                AAMES

              
	
                221683196

              	
                AAMES

              
	
                221683209

              	
                AAMES

              
	
                221683210

              	
                AAMES

              
	
                221683216

              	
                AAMES

              
	
                221683232

              	
                AAMES

              
	
                221683233

              	
                AAMES

              
	
                221683223

              	
                AAMES

              
	
                221683225

              	
                AAMES

              
	
                221683236

              	
                AAMES

              
	
                221683231

              	
                AAMES

              
	
                221683234

              	
                AAMES

              
	
                221683238

              	
                AAMES

              
	
                221683246

              	
                AAMES

              
	
                221683235

              	
                AAMES

              
	
                221683243

              	
                AAMES

              
	
                221683245

              	
                AAMES

              
	
                221683248

              	
                AAMES

              
	
                221683247

              	
                AAMES

              
	
                221683250

              	
                AAMES

              
	
                221678083

              	
                ACCREDITED

              
	
                221679029

              	
                ACCREDITED

              
	
                221683239

              	
                AAMES

              
	
                221683244

              	
                AAMES

              
	
                221683633

              	
                AAMES

              
	
                221682235

              	
                ACCREDITED

              
	
                221680637

              	
                ACCREDITED

              
	
                221681883

              	
                ACCREDITED

              
	
                221677792

              	
                ACCREDITED

              
	
                221677815

              	
                ACCREDITED

              
	
                221683661

              	
                AAMES

              
	
                221683003

              	
                AAMES

              
	
                221677799

              	
                ACCREDITED

              
	
                221677810

              	
                ACCREDITED

              
	
                221677826

              	
                ACCREDITED

              
	
                221683535

              	
                AAMES

              
	
                221683537

              	
                AAMES

              
	
                221680304

              	
                ACCREDITED

              
	
                221677798

              	
                ACCREDITED

              
	
                221677836

              	
                ACCREDITED

              
	
                221677845

              	
                ACCREDITED

              
	
                221677849

              	
                ACCREDITED

              
	
                221678860

              	
                ACCREDITED

              
	
                221681132

              	
                ACCREDITED

              
	
                221677823

              	
                ACCREDITED

              
	
                221681143

              	
                ACCREDITED

              
	
                221677817

              	
                ACCREDITED

              
	
                221677819

              	
                ACCREDITED

              
	
                221683780

              	
                AAMES

              
	
                221682472

              	
                AAMES

              
	
                221677828

              	
                ACCREDITED

              
	
                221683763

              	
                AAMES

              
	
                221677843

              	
                ACCREDITED

              
	
                221677841

              	
                ACCREDITED

              
	
                221677848

              	
                ACCREDITED

              
	
                221677856

              	
                ACCREDITED

              
	
                221683229

              	
                AAMES

              
	
                221683237

              	
                AAMES

              
	
                221683240

              	
                AAMES

              
	
                221677861

              	
                ACCREDITED

              
	
                221677863

              	
                ACCREDITED

              
	
                221677866

              	
                ACCREDITED

              
	
                221677879

              	
                ACCREDITED

              
	
                221678343

              	
                ACCREDITED

              
	
                221677882

              	
                ACCREDITED

              
	
                221677892

              	
                ACCREDITED

              
	
                221678287

              	
                ACCREDITED

              
	
                221682476

              	
                AAMES

              
	
                221677893

              	
                ACCREDITED

              
	
                221677874

              	
                ACCREDITED

              
	
                221677897

              	
                ACCREDITED

              
	
                221678288

              	
                ACCREDITED

              
	
                221678290

              	
                ACCREDITED

              
	
                221678031

              	
                ACCREDITED

              
	
                221678050

              	
                ACCREDITED

              
	
                221680443

              	
                ACCREDITED

              
	
                221678030

              	
                ACCREDITED

              
	
                221678034

              	
                ACCREDITED

              
	
                221683242

              	
                AAMES

              
	
                221678553

              	
                ACCREDITED

              
	
                221683453

              	
                AAMES

              
	
                221680154

              	
                ACCREDITED

              
	
                221678053

              	
                ACCREDITED

              
	
                221678059

              	
                ACCREDITED

              
	
                221678066

              	
                ACCREDITED

              
	
                221678069

              	
                ACCREDITED

              
	
                221678076

              	
                ACCREDITED

              
	
                221678084

              	
                ACCREDITED

              
	
                221678090

              	
                ACCREDITED

              
	
                221678092

              	
                ACCREDITED

              
	
                221678063

              	
                ACCREDITED

              
	
                221677851

              	
                ACCREDITED

              
	
                221678079

              	
                ACCREDITED

              
	
                221678071

              	
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                221677880

              	
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                221677883

              	
                ACCREDITED

              
	
                221677902

              	
                ACCREDITED

              
	
                221677904

              	
                ACCREDITED

              
	
                221683064

              	
                AAMES

              
	
                221677912

              	
                ACCREDITED

              
	
                221680444

              	
                ACCREDITED

              
	
                221678734

              	
                ACCREDITED

              
	
                221677916

              	
                ACCREDITED

              
	
                221683063

              	
                AAMES

              
	
                221677955

              	
                ACCREDITED

              
	
                221677962

              	
                ACCREDITED

              
	
                221677914

              	
                ACCREDITED

              
	
                221677919

              	
                ACCREDITED

              
	
                221677927

              	
                ACCREDITED

              
	
                221677929

              	
                ACCREDITED

              
	
                221677930

              	
                ACCREDITED

              
	
                221677931

              	
                ACCREDITED

              
	
                221677932

              	
                ACCREDITED

              
	
                221677935

              	
                ACCREDITED

              
	
                221677964

              	
                ACCREDITED

              
	
                221677923

              	
                ACCREDITED

              
	
                221677940

              	
                ACCREDITED

              
	
                221677978

              	
                ACCREDITED

              
	
                221677989

              	
                ACCREDITED

              
	
                221683036

              	
                AAMES

              
	
                221682807

              	
                AAMES

              
	
                221680073

              	
                ACCREDITED

              
	
                221680295

              	
                ACCREDITED

              
	
                221683745

              	
                AAMES

              
	
                221677809

              	
                ACCREDITED

              
	
                221677821

              	
                ACCREDITED

              
	
                221677831

              	
                ACCREDITED

              
	
                221677855

              	
                ACCREDITED

              
	
                221678091

              	
                ACCREDITED

              
	
                221678093

              	
                ACCREDITED

              
	
                221678041

              	
                ACCREDITED

              
	
                221678094

              	
                ACCREDITED

              
	
                221678096

              	
                ACCREDITED

              
	
                221678097

              	
                ACCREDITED

              
	
                221678100

              	
                ACCREDITED

              
	
                221677937

              	
                ACCREDITED

              
	
                221677941

              	
                ACCREDITED

              
	
                221677946

              	
                ACCREDITED

              
	
                221677949

              	
                ACCREDITED

              
	
                221677860

              	
                ACCREDITED

              
	
                221677864

              	
                ACCREDITED

              
	
                221677867

              	
                ACCREDITED

              
	
                221678117

              	
                ACCREDITED

              
	
                221678111

              	
                ACCREDITED

              
	
                221678121

              	
                ACCREDITED

              
	
                221678103

              	
                ACCREDITED

              
	
                221677954

              	
                ACCREDITED

              
	
                221677968

              	
                ACCREDITED

              
	
                221677972

              	
                ACCREDITED

              
	
                221677976

              	
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                221678128

              	
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                221678136

              	
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                221678119

              	
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                221678143

              	
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                221678109

              	
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                221678114

              	
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                221678123

              	
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                221677847

              	
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                221677977

              	
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                221677979

              	
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                221677980

              	
                ACCREDITED

              
	
                221677990

              	
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                221677997

              	
                ACCREDITED

              
	
                221678002

              	
                ACCREDITED

              
	
                221678013

              	
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                221678014

              	
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                221678144

              	
                ACCREDITED

              
	
                221678151

              	
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                221678547

              	
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                221678556

              	
                ACCREDITED

              
	
                221677911

              	
                ACCREDITED

              
	
                221677913

              	
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                221677920

              	
                ACCREDITED

              
	
                221677928

              	
                ACCREDITED

              
	
                221677934

              	
                ACCREDITED

              
	
                221677938

              	
                ACCREDITED

              
	
                221677957

              	
                ACCREDITED

              
	
                221677884

              	
                ACCREDITED

              
	
                221677885

              	
                ACCREDITED

              
	
                221678292

              	
                ACCREDITED

              
	
                221677959

              	
                ACCREDITED

              
	
                221677969

              	
                ACCREDITED

              
	
                221677970

              	
                ACCREDITED

              
	
                221677975

              	
                ACCREDITED

              
	
                221678133

              	
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                221678135

              	
                ACCREDITED

              
	
                221678154

              	
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                221678544

              	
                ACCREDITED

              
	
                221678295

              	
                ACCREDITED

              
	
                221677783

              	
                ACCREDITED

              
	
                221678305

              	
                ACCREDITED

              
	
                221683735

              	
                AAMES

              
	
                221677993

              	
                ACCREDITED

              
	
                221677992

              	
                ACCREDITED

              
	
                221678055

              	
                ACCREDITED

              
	
                221678058

              	
                ACCREDITED

              
	
                221678068

              	
                ACCREDITED

              
	
                221678074

              	
                ACCREDITED

              
	
                221678075

              	
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                221678077

              	
                ACCREDITED

              
	
                221678545

              	
                ACCREDITED

              
	
                221678548

              	
                ACCREDITED

              
	
                221678159

              	
                ACCREDITED

              
	
                221678087

              	
                ACCREDITED

              
	
                221678088

              	
                ACCREDITED

              
	
                221678098

              	
                ACCREDITED

              
	
                221678105

              	
                ACCREDITED

              
	
                221678022

              	
                ACCREDITED

              
	
                221678027

              	
                ACCREDITED

              
	
                221678415

              	
                ACCREDITED

              
	
                221677986

              	
                ACCREDITED

              
	
                221677991

              	
                ACCREDITED

              
	
                221677998

              	
                ACCREDITED

              
	
                221678001

              	
                ACCREDITED

              
	
                221678016

              	
                ACCREDITED

              
	
                221678018

              	
                ACCREDITED

              
	
                221678023

              	
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                221678026

              	
                ACCREDITED

              
	
                221678127

              	
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                221678131

              	
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                221678134

              	
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                221678137

              	
                ACCREDITED

              
	
                221678140

              	
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                221678146

              	
                ACCREDITED

              
	
                221678152

              	
                ACCREDITED

              
	
                221678542

              	
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                221678165

              	
                ACCREDITED

              
	
                221678172

              	
                ACCREDITED

              
	
                221678184

              	
                ACCREDITED

              
	
                221678193

              	
                ACCREDITED

              
	
                221678029

              	
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                221678417

              	
                ACCREDITED

              
	
                221678145

              	
                ACCREDITED

              
	
                221678426

              	
                ACCREDITED

              
	
                221678554

              	
                ACCREDITED

              
	
                221678563

              	
                ACCREDITED

              
	
                221678567

              	
                ACCREDITED

              
	
                221678568

              	
                ACCREDITED

              
	
                221678422

              	
                ACCREDITED

              
	
                221677900

              	
                ACCREDITED

              
	
                221678434

              	
                ACCREDITED

              
	
                221678440

              	
                ACCREDITED

              
	
                221678010

              	
                ACCREDITED

              
	
                221678021

              	
                ACCREDITED

              
	
                221678028

              	
                ACCREDITED

              
	
                221678164

              	
                ACCREDITED

              
	
                221678185

              	
                ACCREDITED

              
	
                221678187

              	
                ACCREDITED

              
	
                221678141

              	
                ACCREDITED

              
	
                221678429

              	
                ACCREDITED

              
	
                221678430

              	
                ACCREDITED

              
	
                221678438

              	
                ACCREDITED

              
	
                221678458

              	
                ACCREDITED

              
	
                221678432

              	
                ACCREDITED

              
	
                221683905

              	
                AAMES

              
	
                221678439

              	
                ACCREDITED

              
	
                221678441

              	
                ACCREDITED

              
	
                221678443

              	
                ACCREDITED

              
	
                221678449

              	
                ACCREDITED

              
	
                221678194

              	
                ACCREDITED

              
	
                221678200

              	
                ACCREDITED

              
	
                221678201

              	
                ACCREDITED

              
	
                221678207

              	
                ACCREDITED

              
	
                221678203

              	
                ACCREDITED

              
	
                221678198

              	
                ACCREDITED

              
	
                221678209

              	
                ACCREDITED

              
	
                221678211

              	
                ACCREDITED

              
	
                221678212

              	
                ACCREDITED

              
	
                221678219

              	
                ACCREDITED

              
	
                221678221

              	
                ACCREDITED

              
	
                221678222

              	
                ACCREDITED

              
	
                221683906

              	
                AAMES

              
	
                221680876

              	
                ACCREDITED

              
	
                221678130

              	
                ACCREDITED

              
	
                221677834

              	
                ACCREDITED

              
	
                221678452

              	
                ACCREDITED

              
	
                221678454

              	
                ACCREDITED

              
	
                221677994

              	
                ACCREDITED

              
	
                221677996

              	
                ACCREDITED

              
	
                221678044

              	
                ACCREDITED

              
	
                221680299

              	
                ACCREDITED

              
	
                221678213

              	
                ACCREDITED

              
	
                221678206

              	
                ACCREDITED

              
	
                221681341

              	
                ACCREDITED

              
	
                221678227

              	
                ACCREDITED

              
	
                221677852

              	
                ACCREDITED

              
	
                221678463

              	
                ACCREDITED

              
	
                221678469

              	
                ACCREDITED

              
	
                221678331

              	
                ACCREDITED

              
	
                221681167

              	
                ACCREDITED

              
	
                221681169

              	
                ACCREDITED

              
	
                221681173

              	
                ACCREDITED

              
	
                221678626

              	
                ACCREDITED

              
	
                221678225

              	
                ACCREDITED

              
	
                221678235

              	
                ACCREDITED

              
	
                221678236

              	
                ACCREDITED

              
	
                221678238

              	
                ACCREDITED

              
	
                221678223

              	
                ACCREDITED

              
	
                221678233

              	
                ACCREDITED

              
	
                221678239

              	
                ACCREDITED

              
	
                221678242

              	
                ACCREDITED

              
	
                221680306

              	
                ACCREDITED

              
	
                221680310

              	
                ACCREDITED

              
	
                221680314

              	
                ACCREDITED

              
	
                221680317

              	
                ACCREDITED

              
	
                221678249

              	
                ACCREDITED

              
	
                221678253

              	
                ACCREDITED

              
	
                221678261

              	
                ACCREDITED

              
	
                221678270

              	
                ACCREDITED

              
	
                221678627

              	
                ACCREDITED

              
	
                221681164

              	
                ACCREDITED

              
	
                221678447

              	
                ACCREDITED

              
	
                221677901

              	
                ACCREDITED

              
	
                221678248

              	
                ACCREDITED

              
	
                221678250

              	
                ACCREDITED

              
	
                221678259

              	
                ACCREDITED

              
	
                221678262

              	
                ACCREDITED

              
	
                221678271

              	
                ACCREDITED

              
	
                221678272

              	
                ACCREDITED

              
	
                221678279

              	
                ACCREDITED

              
	
                221678283

              	
                ACCREDITED

              
	
                221678243

              	
                ACCREDITED

              
	
                221678234

              	
                ACCREDITED

              
	
                221678692

              	
                ACCREDITED

              
	
                221678693

              	
                ACCREDITED

              
	
                221678265

              	
                ACCREDITED

              
	
                221678670

              	
                ACCREDITED

              
	
                221678671

              	
                ACCREDITED

              
	
                221678674

              	
                ACCREDITED

              
	
                221678676

              	
                ACCREDITED

              
	
                221678678

              	
                ACCREDITED

              
	
                221678683

              	
                ACCREDITED

              
	
                221678684

              	
                ACCREDITED

              
	
                221678687

              	
                ACCREDITED

              
	
                221683667

              	
                AAMES

              
	
                221683623

              	
                AAMES

              
	
                221682699

              	
                AAMES

              
	
                221684236

              	
                AAMES

              
	
                221677907

              	
                ACCREDITED

              
	
                221677917

              	
                ACCREDITED

              
	
                221678704

              	
                ACCREDITED

              
	
                221682701

              	
                AAMES

              
	
                221682723

              	
                AAMES

              
	
                221682726

              	
                AAMES

              
	
                221677943

              	
                ACCREDITED

              
	
                221683331

              	
                AAMES

              
	
                221681236

              	
                ACCREDITED

              
	
                221681264

              	
                ACCREDITED

              
	
                221684157

              	
                AAMES

              
	
                221684154

              	
                AAMES

              
	
                221684158

              	
                AAMES

              
	
                221682094

              	
                ACCREDITED

              
	
                221678043

              	
                ACCREDITED

              
	
                221678651

              	
                ACCREDITED

              
	
                221678628

              	
                ACCREDITED

              
	
                221678654

              	
                ACCREDITED

              
	
                221681268

              	
                ACCREDITED

              
	
                221680753

              	
                ACCREDITED

              
	
                221680756

              	
                ACCREDITED

              
	
                221680757

              	
                ACCREDITED

              
	
                221679858

              	
                ACCREDITED

              
	
                221679868

              	
                ACCREDITED

              
	
                221679872

              	
                ACCREDITED

              
	
                221679098

              	
                ACCREDITED

              
	
                221679101

              	
                ACCREDITED

              
	
                221679112

              	
                ACCREDITED

              
	
                221679114

              	
                ACCREDITED

              
	
                221679874

              	
                ACCREDITED

              
	
                221679964

              	
                ACCREDITED

              
	
                221679079

              	
                ACCREDITED

              
	
                221681066

              	
                ACCREDITED

              
	
                221681089

              	
                ACCREDITED

              
	
                221681365

              	
                ACCREDITED

              
	
                221681374

              	
                ACCREDITED

              
	
                221678625

              	
                ACCREDITED

              
	
                221678650

              	
                ACCREDITED

              
	
                221679076

              	
                ACCREDITED

              
	
                221679097

              	
                ACCREDITED

              
	
                221679115

              	
                ACCREDITED

              
	
                221679666

              	
                ACCREDITED

              
	
                221679117

              	
                ACCREDITED

              
	
                221679120

              	
                ACCREDITED

              
	
                221681379

              	
                ACCREDITED

              
	
                221678773

              	
                ACCREDITED

              
	
                221683674

              	
                AAMES

              
	
                221679121

              	
                ACCREDITED

              
	
                221679122

              	
                ACCREDITED

              
	
                221679123

              	
                ACCREDITED

              
	
                221679129

              	
                ACCREDITED

              
	
                221680760

              	
                ACCREDITED

              
	
                221680761

              	
                ACCREDITED

              
	
                221680762

              	
                ACCREDITED

              
	
                221678032

              	
                ACCREDITED

              
	
                221678039

              	
                ACCREDITED

              
	
                221678042

              	
                ACCREDITED

              
	
                221678047

              	
                ACCREDITED

              
	
                221679096

              	
                ACCREDITED

              
	
                221679099

              	
                ACCREDITED

              
	
                221679106

              	
                ACCREDITED

              
	
                221679110

              	
                ACCREDITED

              
	
                221679125

              	
                ACCREDITED

              
	
                221679126

              	
                ACCREDITED

              
	
                221683593

              	
                AAMES

              
	
                221679141

              	
                ACCREDITED

              
	
                221678052

              	
                ACCREDITED

              
	
                221678056

              	
                ACCREDITED

              
	
                221678777

              	
                ACCREDITED

              
	
                221678784

              	
                ACCREDITED

              
	
                221678080

              	
                ACCREDITED

              
	
                221678357

              	
                ACCREDITED

              
	
                221678361

              	
                ACCREDITED

              
	
                221678363

              	
                ACCREDITED

              
	
                221678112

              	
                ACCREDITED

              
	
                221678113

              	
                ACCREDITED

              
	
                221678116

              	
                ACCREDITED

              
	
                221678120

              	
                ACCREDITED

              
	
                221678122

              	
                ACCREDITED

              
	
                221678125

              	
                ACCREDITED

              
	
                221678129

              	
                ACCREDITED

              
	
                221678132

              	
                ACCREDITED

              
	
                221679136

              	
                ACCREDITED

              
	
                221679147

              	
                ACCREDITED

              
	
                221679150

              	
                ACCREDITED

              
	
                221679151

              	
                ACCREDITED

              
	
                221679153

              	
                ACCREDITED

              
	
                221679142

              	
                ACCREDITED

              
	
                221679163

              	
                ACCREDITED

              
	
                221679165

              	
                ACCREDITED

              
	
                221679170

              	
                ACCREDITED

              
	
                221683048

              	
                AAMES

              
	
                221679957

              	
                ACCREDITED

              
	
                221679706

              	
                ACCREDITED

              
	
                221679713

              	
                ACCREDITED

              
	
                221678700

              	
                ACCREDITED

              
	
                221679732

              	
                ACCREDITED

              
	
                221678142

              	
                ACCREDITED

              
	
                221678149

              	
                ACCREDITED

              
	
                221678560

              	
                ACCREDITED

              
	
                221679954

              	
                ACCREDITED

              
	
                221679968

              	
                ACCREDITED

              
	
                221681149

              	
                ACCREDITED

              
	
                221681153

              	
                ACCREDITED

              
	
                221679108

              	
                ACCREDITED

              
	
                221678655

              	
                ACCREDITED

              
	
                221679133

              	
                ACCREDITED

              
	
                221679154

              	
                ACCREDITED

              
	
                221679080

              	
                ACCREDITED

              
	
                221679222

              	
                ACCREDITED

              
	
                221679227

              	
                ACCREDITED

              
	
                221679998

              	
                ACCREDITED

              
	
                221681160

              	
                ACCREDITED

              
	
                221678385

              	
                ACCREDITED

              
	
                221679231

              	
                ACCREDITED

              
	
                221679176

              	
                ACCREDITED

              
	
                221679177

              	
                ACCREDITED

              
	
                221678679

              	
                ACCREDITED

              
	
                221679241

              	
                ACCREDITED

              
	
                221678673

              	
                ACCREDITED

              
	
                221678675

              	
                ACCREDITED

              
	
                221678681

              	
                ACCREDITED

              
	
                221679725

              	
                ACCREDITED

              
	
                221679741

              	
                ACCREDITED

              
	
                221679744

              	
                ACCREDITED

              
	
                221679750

              	
                ACCREDITED

              
	
                221678562

              	
                ACCREDITED

              
	
                221678564

              	
                ACCREDITED

              
	
                221683653

              	
                AAMES

              
	
                221678580

              	
                ACCREDITED

              
	
                221679758

              	
                ACCREDITED

              
	
                221679762

              	
                ACCREDITED

              
	
                221679763

              	
                ACCREDITED

              
	
                221679767

              	
                ACCREDITED

              
	
                221678682

              	
                ACCREDITED

              
	
                221679178

              	
                ACCREDITED

              
	
                221679978

              	
                ACCREDITED

              
	
                221679977

              	
                ACCREDITED

              
	
                221683087

              	
                AAMES

              
	
                221678593

              	
                ACCREDITED

              
	
                221678601

              	
                ACCREDITED

              
	
                221678801

              	
                ACCREDITED

              
	
                221678856

              	
                ACCREDITED

              
	
                221678861

              	
                ACCREDITED

              
	
                221678845

              	
                ACCREDITED

              
	
                221678618

              	
                ACCREDITED

              
	
                221678629

              	
                ACCREDITED

              
	
                221678631

              	
                ACCREDITED

              
	
                221678637

              	
                ACCREDITED

              
	
                221678646

              	
                ACCREDITED

              
	
                221678647

              	
                ACCREDITED

              
	
                221678649

              	
                ACCREDITED

              
	
                221678596

              	
                ACCREDITED

              
	
                221678606

              	
                ACCREDITED

              
	
                221678661

              	
                ACCREDITED

              
	
                221678664

              	
                ACCREDITED

              
	
                221678665

              	
                ACCREDITED

              
	
                221678667

              	
                ACCREDITED

              
	
                221678816

              	
                ACCREDITED

              
	
                221678826

              	
                ACCREDITED

              
	
                221678843

              	
                ACCREDITED

              
	
                221678844

              	
                ACCREDITED

              
	
                221677888

              	
                ACCREDITED

              
	
                221678691

              	
                ACCREDITED

              
	
                221678694

              	
                ACCREDITED

              
	
                221678702

              	
                ACCREDITED

              
	
                221678796

              	
                ACCREDITED

              
	
                221678712

              	
                ACCREDITED

              
	
                221677779

              	
                ACCREDITED

              
	
                221678887

              	
                ACCREDITED

              
	
                221679220

              	
                ACCREDITED

              
	
                221679212

              	
                ACCREDITED

              
	
                221679229

              	
                ACCREDITED

              
	
                221678755

              	
                ACCREDITED

              
	
                221678765

              	
                ACCREDITED

              
	
                221679777

              	
                ACCREDITED

              
	
                221679786

              	
                ACCREDITED

              
	
                221679789

              	
                ACCREDITED

              
	
                221679790

              	
                ACCREDITED

              
	
                221677889

              	
                ACCREDITED

              
	
                221678294

              	
                ACCREDITED

              
	
                221678365

              	
                ACCREDITED

              
	
                221678838

              	
                ACCREDITED

              
	
                221678771

              	
                ACCREDITED

              
	
                221678776

              	
                ACCREDITED

              
	
                221678780

              	
                ACCREDITED

              
	
                221678783

              	
                ACCREDITED

              
	
                221679251

              	
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                221684202

              	
                AAMES

              
	
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                221684046

              	
                AAMES

              
	
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                AAMES

              
	
                221684237

              	
                AAMES

              
	
                221684040

              	
                AAMES

              
	
                221679027

              	
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                AAMES

              
	
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                221678326

              	
                ACCREDITED

              
	
                221678614

              	
                ACCREDITED

              
	
                221683042

              	
                AAMES

              
	
                221681974

              	
                ACCREDITED

              
	
                221681982

              	
                ACCREDITED

              
	
                221681990

              	
                ACCREDITED

              
	
                221679361

              	
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                221682002

              	
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                221681064

              	
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                221681037

              	
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                221681044

              	
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                221681029

              	
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                221680860

              	
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                221679681

              	
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                221679823

              	
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                221679834

              	
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                221679839

              	
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                221679876

              	
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                221680320

              	
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                221680321

              	
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                221680324

              	
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                221680327

              	
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                221680616

              	
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                221680689

              	
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                221680691

              	
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                221680344

              	
                ACCREDITED

              
	
                221678870

              	
                ACCREDITED

              
	
                221679631

              	
                ACCREDITED

              
	
                221683782

              	
                AAMES

              
	
                221680692

              	
                ACCREDITED

              
	
                221680157

              	
                ACCREDITED

              
	
                221680467

              	
                ACCREDITED

              
	
                221683783

              	
                AAMES

              
	
                221683760

              	
                AAMES

              
	
                221678166

              	
                ACCREDITED

              
	
                221678167

              	
                ACCREDITED

              
	
                221679933

              	
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                221679934

              	
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                221679590

              	
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                221680257

              	
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                221680106

              	
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                221679119

              	
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                221679111

              	
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                221680699

              	
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                221680701

              	
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                221682395

              	
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                221682090

              	
                ACCREDITED

              
	
                221679695

              	
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                221679699

              	
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                221679799

              	
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                221679704

              	
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                221681730

              	
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                221680490

              	
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                221680498

              	
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                221680514

              	
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                221680725

              	
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                221680718

              	
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                221680142

              	
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                221680146

              	
                ACCREDITED

              
	
                221680526

              	
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                221680536

              	
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                221680522

              	
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                221680483

              	
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                221679239

              	
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                221678569

              	
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                221680542

              	
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                221680550

              	
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                221680391

              	
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                221680553

              	
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                221680559

              	
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                221680407

              	
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                221680173

              	
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                221680175

              	
                ACCREDITED

              
	
                221680177

              	
                ACCREDITED

              
	
                221680726

              	
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                221680186

              	
                ACCREDITED

              
	
                221680184

              	
                ACCREDITED

              
	
                221680188

              	
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                221680193

              	
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                221680196

              	
                ACCREDITED

              
	
                221680187

              	
                ACCREDITED

              
	
                221680477

              	
                ACCREDITED

              
	
                221680476

              	
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                221680480

              	
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                221680488

              	
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                221680497

              	
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                221680499

              	
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                221680502

              	
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                221680519

              	
                ACCREDITED

              
	
                221680520

              	
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                221680478

              	
                ACCREDITED

              
	
                221680575

              	
                ACCREDITED

              
	
                221678099

              	
                ACCREDITED

              
	
                221680163

              	
                ACCREDITED

              
	
                221680172

              	
                ACCREDITED

              
	
                221680531

              	
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                221680527

              	
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                221680543

              	
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                221680547

              	
                ACCREDITED

              
	
                221680189

              	
                ACCREDITED

              
	
                221680577

              	
                ACCREDITED

              
	
                221680589

              	
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                221680197

              	
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                221680557

              	
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                221681008

              	
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                221679193

              	
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                221680426

              	
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                221680987

              	
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                221680428

              	
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                221680435

              	
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                221681005

              	
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                221681001

              	
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                221680325

              	
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                221683282

              	
                AAMES

              
	
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                221684118

              	
                AAMES

              
	
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                221681455

              	
                ACCREDITED

              
	
                221681459

              	
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                221678599

              	
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                221678600

              	
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                221678607

              	
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                221681641

              	
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                221680946

              	
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                221679019

              	
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                221681223

              	
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                221682410

              	
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                221681421

              	
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                221679273

              	
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                ACCREDITED

              
	
                221682037

              	
                ACCREDITED

              
	
                221681524

              	
                ACCREDITED

              
	
                221683631

              	
                AAMES

              
	
                221683641

              	
                AAMES

              
	
                221681458

              	
                ACCREDITED

              
	
                221682082

              	
                ACCREDITED

              
	
                221682083

              	
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                221682404

              	
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                221680507

              	
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                221680700

              	
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                221680518

              	
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                ACCREDITED

              
	
                221681696

              	
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                221681689

              	
                ACCREDITED

              
	
                221684161

              	
                AAMES

              
	
                221681870

              	
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                221681871

              	
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                221681872

              	
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                221681874

              	
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                221681907

              	
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                221684147

              	
                AAMES

              
	
                221684079

              	
                AAMES

              
	
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                AAMES

              
	
                221679024

              	
                ACCREDITED

              
	
                221681928

              	
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                221681935

              	
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                221681941

              	
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                221681943

              	
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                221684086

              	
                AAMES

              
	
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                221681255

              	
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                221681258

              	
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                221681951

              	
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                221681267

              	
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                221681269

              	
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                221681980

              	
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                221681987

              	
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                221682007

              	
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                221681272

              	
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                221681655

              	
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                221682030

              	
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                221681966

              	
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                221682010

              	
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                221682011

              	
                ACCREDITED

              
	
                221682025

              	
                ACCREDITED

              
	
                221682027

              	
                ACCREDITED

              
	
                221681876

              	
                ACCREDITED

              
	
                221681308

              	
                ACCREDITED

              
	
                221681302

              	
                ACCREDITED

              
	
                221681337

              	
                ACCREDITED

              
	
                221682032

              	
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                221682039

              	
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                221682042

              	
                ACCREDITED

              
	
                221681357

              	
                ACCREDITED

              
	
                221681310

              	
                ACCREDITED

              
	
                221683917

              	
                AAMES

              
	
                221682043

              	
                ACCREDITED

              
	
                221682044

              	
                ACCREDITED

              
	
                221682053

              	
                ACCREDITED

              
	
                221682054

              	
                ACCREDITED

              
	
                221683914

              	
                AAMES

              
	
                221681230

              	
                ACCREDITED

              
	
                221683934

              	
                AAMES

              
	
                221682059

              	
                ACCREDITED

              
	
                221682063

              	
                ACCREDITED

              
	
                221682065

              	
                ACCREDITED

              
	
                221682066

              	
                ACCREDITED

              
	
                221683955

              	
                AAMES

              
	
                221683957

              	
                AAMES

              
	
                221683819

              	
                AAMES

              
	
                221683947

              	
                AAMES

              
	
                221682071

              	
                ACCREDITED

              
	
                221682073

              	
                ACCREDITED

              
	
                221682074

              	
                ACCREDITED

              
	
                221682075

              	
                ACCREDITED

              
	
                221683826

              	
                AAMES

              
	
                221683846

              	
                AAMES

              
	
                221683842

              	
                AAMES

              
	
                221682080

              	
                ACCREDITED

              
	
                221682102

              	
                ACCREDITED

              
	
                221682109

              	
                ACCREDITED

              
	
                221682116

              	
                ACCREDITED

              
	
                221683849

              	
                AAMES

              
	
                221683850

              	
                AAMES

              
	
                221684053

              	
                AAMES

              
	
                221682118

              	
                ACCREDITED

              
	
                221682119

              	
                ACCREDITED

              
	
                221682125

              	
                ACCREDITED

              
	
                221681311

              	
                ACCREDITED

              
	
                221683847

              	
                AAMES

              
	
                221684059

              	
                AAMES

              
	
                221683863

              	
                AAMES

              
	
                221682413

              	
                ACCREDITED

              
	
                221682429

              	
                ACCREDITED

              
	
                221682434

              	
                ACCREDITED

              
	
                221681623

              	
                ACCREDITED

              
	
                221683858

              	
                AAMES

              
	
                221683868

              	
                AAMES

              
	
                221682424

              	
                ACCREDITED

              
	
                221682425

              	
                ACCREDITED

              
	
                221682452

              	
                AAMES

              
	
                221682436

              	
                ACCREDITED

              
	
                221682460

              	
                AAMES

              
	
                221682427

              	
                ACCREDITED

              
	
                221682448

              	
                AAMES

              
	
                221682450

              	
                AAMES

              
	
                221682456

              	
                AAMES

              
	
                221682461

              	
                AAMES

              
	
                221682469

              	
                AAMES

              
	
                221682474

              	
                AAMES

              
	
                221682483

              	
                AAMES

              
	
                221682510

              	
                AAMES

              
	
                221682511

              	
                AAMES

              
	
                221682512

              	
                AAMES

              
	
                221678594

              	
                ACCREDITED

              
	
                221678597

              	
                ACCREDITED

              
	
                221678605

              	
                ACCREDITED

              
	
                221678608

              	
                ACCREDITED

              
	
                221678635

              	
                ACCREDITED

              
	
                221679276

              	
                ACCREDITED

              
	
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                ACCREDITED

              
	
                221678666

              	
                ACCREDITED

              
	
                221678613

              	
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                221678559

              	
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                221678621

              	
                ACCREDITED

              
	
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                ACCREDITED

              
	
                221678175

              	
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                ACCREDITED

              
	
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                221678669

              	
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                221679064

              	
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                221679071

              	
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                221679278

              	
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                221678831

              	
                ACCREDITED

              
	
                221679081

              	
                ACCREDITED

              
	
                221678950

              	
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                221678957

              	
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                221678633

              	
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                ACCREDITED

              
	
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                221679020

              	
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                221679425

              	
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                221679427

              	
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                221679428

              	
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                221678515

              	
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                221678516

              	
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                221678518

              	
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                221679431

              	
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                221678533

              	
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                221680085

              	
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                221680102

              	
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                221679712

              	
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                221679421

              	
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                221679463

              	
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                221679465

              	
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                221679473

              	
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                221679478

              	
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                221679049

              	
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                221679717

              	
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                221678995

              	
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                221679001

              	
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                221679008

              	
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                221679011

              	
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                221679012

              	
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                221679013

              	
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                221679023

              	
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                221680128

              	
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                221678656

              	
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                221677873

              	
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                221679740

              	
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                221680001

              	
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                ACCREDITED

              
	
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                ACCREDITED

              
	
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                ACCREDITED

              
	
                221681942

              	
                ACCREDITED

              
	
                221681947

              	
                ACCREDITED

              
	
                221683721

              	
                AAMES

              
	
                221680554

              	
                ACCREDITED

              
	
                221681198

              	
                ACCREDITED

              
	
                221681955

              	
                ACCREDITED

              
	
                221680656

              	
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                ACCREDITED

              
	
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                ACCREDITED

              
	
                221681228

              	
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                ACCREDITED

              
	
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                221681751

              	
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                221681757

              	
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                221681760

              	
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                221681788

              	
                ACCREDITED

              
	
                221681789

              	
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                221681792

              	
                ACCREDITED

              
	
                221680684

              	
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                221680685

              	
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                221680698

              	
                ACCREDITED

              
	
                221680703

              	
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                221681793

              	
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                221681806

              	
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                221681807

              	
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                221681810

              	
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                221681821

              	
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                221681822

              	
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                221681831

              	
                ACCREDITED

              
	
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                ACCREDITED

              
	
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                ACCREDITED

              
	
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                ACCREDITED

              
	
                221681852

              	
                ACCREDITED

              
	
                221681854

              	
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                221681856

              	
                ACCREDITED

              
	
                221681867

              	
                ACCREDITED

              
	
                221681201

              	
                ACCREDITED

              
	
                221680560

              	
                ACCREDITED

              
	
                221680564

              	
                ACCREDITED

              
	
                221680573

              	
                ACCREDITED

              
	
                221680583

              	
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                221682127

              	
                ACCREDITED

              
	
                221682129

              	
                ACCREDITED

              
	
                221682130

              	
                ACCREDITED

              
	
                221682155

              	
                ACCREDITED

              
	
                221682166

              	
                ACCREDITED

              
	
                221682172

              	
                ACCREDITED

              
	
                221682169

              	
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                221682195

              	
                ACCREDITED

              
	
                221681134

              	
                ACCREDITED

              
	
                221681136

              	
                ACCREDITED

              
	
                221681988

              	
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                221682017

              	
                ACCREDITED

              
	
                221682022

              	
                ACCREDITED

              
	
                221682024

              	
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                221680706

              	
                ACCREDITED

              
	
                221680717

              	
                ACCREDITED

              
	
                221681234

              	
                ACCREDITED

              
	
                221681238

              	
                ACCREDITED

              
	
                221682033

              	
                ACCREDITED

              
	
                221682035

              	
                ACCREDITED

              
	
                221682198

              	
                ACCREDITED

              
	
                221681133

              	
                ACCREDITED

              
	
                221682058

              	
                ACCREDITED

              
	
                221682060

              	
                ACCREDITED

              
	
                221682061

              	
                ACCREDITED

              
	
                221682067

              	
                ACCREDITED

              
	
                221682070

              	
                ACCREDITED

              
	
                221682081

              	
                ACCREDITED

              
	
                221682089

              	
                ACCREDITED

              
	
                221682096

              	
                ACCREDITED

              
	
                221681241

              	
                ACCREDITED

              
	
                221681242

              	
                ACCREDITED

              
	
                221681253

              	
                ACCREDITED

              
	
                221681260

              	
                ACCREDITED

              
	
                221682107

              	
                ACCREDITED

              
	
                221682120

              	
                ACCREDITED

              
	
                221682123

              	
                ACCREDITED

              
	
                221682394

              	
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                221679905

              	
                ACCREDITED

              
	
                221682203

              	
                ACCREDITED

              
	
                221678232

              	
                ACCREDITED

              
	
                221677971

              	
                ACCREDITED

              
	
                221677965

              	
                ACCREDITED

              
	
                221683423

              	
                AAMES

              
	
                221682398

              	
                ACCREDITED

              
	
                221684292

              	
                AAMES

              
	
                221681263

              	
                ACCREDITED

              
	
                221681266

              	
                ACCREDITED

              
	
                221681278

              	
                ACCREDITED

              
	
                221682451

              	
                AAMES

              
	
                221682453

              	
                AAMES

              
	
                221682455

              	
                AAMES

              
	
                221682458

              	
                AAMES

              
	
                221682462

              	
                AAMES

              
	
                221682471

              	
                AAMES

              
	
                221682473

              	
                AAMES

              
	
                221682488

              	
                AAMES

              
	
                221682490

              	
                AAMES

              
	
                221682499

              	
                AAMES

              
	
                221682504

              	
                AAMES

              
	
                221682507

              	
                AAMES

              
	
                221682513

              	
                AAMES

              
	
                221681285

              	
                ACCREDITED

              
	
                221681288

              	
                ACCREDITED

              
	
                221681290

              	
                ACCREDITED

              
	
                221682214

              	
                ACCREDITED

              
	
                221681392

              	
                ACCREDITED

              
	
                221681401

              	
                ACCREDITED

              
	
                221681406

              	
                ACCREDITED

              
	
                221681293

              	
                ACCREDITED

              
	
                221681294

              	
                ACCREDITED

              
	
                221684109

              	
                AAMES

              
	
                221684112

              	
                AAMES

              
	
                221681418

              	
                ACCREDITED

              
	
                221681419

              	
                ACCREDITED

              
	
                221681420

              	
                ACCREDITED

              
	
                221684256

              	
                AAMES

              
	
                221684113

              	
                AAMES

              
	
                221684122

              	
                AAMES

              
	
                221680668

              	
                ACCREDITED

              
	
                221684146

              	
                AAMES

              
	
                221681422

              	
                ACCREDITED

              
	
                221681430

              	
                ACCREDITED

              
	
                221681433

              	
                ACCREDITED

              
	
                221681436

              	
                ACCREDITED

              
	
                221684149

              	
                AAMES

              
	
                221680890

              	
                ACCREDITED

              
	
                221680896

              	
                ACCREDITED

              
	
                221680897

              	
                ACCREDITED

              
	
                221681438

              	
                ACCREDITED

              
	
                221681441

              	
                ACCREDITED

              
	
                221681445

              	
                ACCREDITED

              
	
                221681447

              	
                ACCREDITED

              
	
                221680898

              	
                ACCREDITED

              
	
                221680899

              	
                ACCREDITED

              
	
                221680904

              	
                ACCREDITED

              
	
                221680926

              	
                ACCREDITED

              
	
                221681449

              	
                ACCREDITED

              
	
                221681451

              	
                ACCREDITED

              
	
                221681452

              	
                ACCREDITED

              
	
                221681462

              	
                ACCREDITED

              
	
                221680938

              	
                ACCREDITED

              
	
                221680944

              	
                ACCREDITED

              
	
                221680949

              	
                ACCREDITED

              
	
                221680953

              	
                ACCREDITED

              
	
                221681469

              	
                ACCREDITED

              
	
                221681473

              	
                ACCREDITED

              
	
                221681475

              	
                ACCREDITED

              
	
                221681480

              	
                ACCREDITED

              
	
                221680954

              	
                ACCREDITED

              
	
                221680958

              	
                ACCREDITED

              
	
                221680959

              	
                ACCREDITED

              
	
                221680966

              	
                ACCREDITED

              
	
                221681485

              	
                ACCREDITED

              
	
                221681616

              	
                ACCREDITED

              
	
                221681625

              	
                ACCREDITED

              
	
                221680972

              	
                ACCREDITED

              
	
                221681487

              	
                ACCREDITED

              
	
                221681490

              	
                ACCREDITED

              
	
                221681498

              	
                ACCREDITED

              
	
                221681629

              	
                ACCREDITED

              
	
                221681630

              	
                ACCREDITED

              
	
                221681645

              	
                ACCREDITED

              
	
                221681660

              	
                ACCREDITED

              
	
                221681666

              	
                ACCREDITED

              
	
                221681671

              	
                ACCREDITED

              
	
                221681677

              	
                ACCREDITED

              
	
                221681679

              	
                ACCREDITED

              
	
                221681506

              	
                ACCREDITED

              
	
                221681516

              	
                ACCREDITED

              
	
                221681517

              	
                ACCREDITED

              
	
                221681518

              	
                ACCREDITED

              
	
                221681683

              	
                ACCREDITED

              
	
                221681685

              	
                ACCREDITED

              
	
                221681711

              	
                ACCREDITED

              
	
                221681520

              	
                ACCREDITED

              
	
                221681551

              	
                ACCREDITED

              
	
                221681562

              	
                ACCREDITED

              
	
                221681564

              	
                ACCREDITED

              
	
                221681713

              	
                ACCREDITED

              
	
                221681715

              	
                ACCREDITED

              
	
                221681722

              	
                ACCREDITED

              
	
                221684189

              	
                AAMES

              
	
                221681565

              	
                ACCREDITED

              
	
                221681570

              	
                ACCREDITED

              
	
                221681577

              	
                ACCREDITED

              
	
                221681582

              	
                ACCREDITED

              
	
                221684193

              	
                AAMES

              
	
                221684197

              	
                AAMES

              
	
                221684201

              	
                AAMES

              
	
                221684226

              	
                AAMES

              
	
                221684227

              	
                AAMES

              
	
                221684228

              	
                AAMES

              
	
                221680615

              	
                ACCREDITED

              
	
                221680620

              	
                ACCREDITED

              
	
                221681589

              	
                ACCREDITED

              
	
                221681592

              	
                ACCREDITED

              
	
                221681605

              	
                ACCREDITED

              
	
                221681606

              	
                ACCREDITED

              
	
                221681881

              	
                ACCREDITED

              
	
                221681882

              	
                ACCREDITED

              
	
                221681894

              	
                ACCREDITED

              
	
                221681898

              	
                ACCREDITED

              
	
                221681903

              	
                ACCREDITED

              
	
                221681905

              	
                ACCREDITED

              
	
                221681917

              	
                ACCREDITED

              
	
                221681920

              	
                ACCREDITED

              
	
                221681224

              	
                ACCREDITED

              
	
                221681229

              	
                ACCREDITED

              
	
                221681744

              	
                ACCREDITED

              
	
                221681747

              	
                ACCREDITED

              
	
                221681749

              	
                ACCREDITED

              
	
                221681752

              	
                ACCREDITED

              
	
                221681753

              	
                ACCREDITED

              
	
                221681762

              	
                ACCREDITED

              
	
                221681765

              	
                ACCREDITED

              
	
                221681767

              	
                ACCREDITED

              
	
                221681769

              	
                ACCREDITED

              
	
                221681779

              	
                ACCREDITED

              
	
                221681801

              	
                ACCREDITED

              
	
                221681811

              	
                ACCREDITED

              
	
                221681836

              	
                ACCREDITED

              
	
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    EXHIBIT
      B

    


    All
      capitalized terms in this Exhibit B shall have the meanings ascribed to them
      in
      the Purchase Agreement.

    


    (i)  The
      information set forth in the related Mortgage Loan Schedule and the Mortgage
      Loan data delivered to the Purchaser in the Electronic Data File is complete,
      true and correct;

     

    (ii)  All
      payments required to be made within 29 days prior to the close of business
      on
      the Closing Date for such Mortgage Loan under the terms of the Mortgage Note
      have been made except for (A) payments in the nature of escrow payments and
      (B)
      interest accruing from the date of the Mortgage Note or date of disbursement
      of
      the Mortgage Loan proceeds, whichever is earlier, to the day which precedes
      by
      one month the Due Date of the first installment of principal and/or interest;
      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 greater than 29 days
      in
      any payment by the Mortgagor thereunder since the origination of the Mortgage
      Loan;

     

    (iii)  There
      are
      no delinquent taxes, ground rents, water charges, sewer rents, assessments,
      insurance premiums, leasehold payments, including assessments payable in future
      installments or other outstanding charges affecting the related Mortgaged
      Property;

     

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

     

    (v)  The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, recorded in the
      applicable public recording office or registered with the MERS System if
      necessary to maintain the lien priority of the Mortgage, and which have been
      delivered to the Purchaser; the substance of any such waiver, alteration or
      modification has been approved by the title insurer, to the extent required
      by
      the related policy, and is 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 title insurer, to the extent required
      by
      the policy, and which assumption agreement has been delivered to the Purchaser
      and the terms of which are reflected in the related Mortgage Loan
      Schedule;

     

    (vi)  The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and/or the Mortgage, or
      the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect thereto;


     

    (vii)  The
      Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
      of
      the Seller in effect at the time the Mortgage Loan was originated; and the
      Mortgage Note and Mortgage are on forms generally acceptable to FNMA and FHLMC
      or the secondary mortgage market;

     

    (viii)  All
      buildings upon the Mortgaged Property are insured by an insurer acceptable
      to
      FNMA and FHLMC against loss by fire, hazards of extended coverage and such
      other
      hazards as are customary in the area where the Mortgaged Property is located,
      in
      an amount not less than the greatest of (i) 100% of the replacement cost of
      all
      improvements to the Mortgaged Property, (ii) either (A) the outstanding
      principal balance of the Mortgage Loan with respect to each first lien Mortgage
      Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
      outstanding principal balance of the related first lien mortgage loan and the
      outstanding principal balance of the second lien Mortgage Loan, (iii) the amount
      necessary to avoid the operation of any co-insurance provisions with respect
      to
      the Mortgaged Property, or (iv) the amount necessary to fully compensate for
      any
      damage or loss to the improvements that are a part of such property on a
      replacement cost basis. All such insurance policies contain a standard mortgagee
      clause naming the Seller, its successors and assigns as mortgagee and all
      currently due premiums thereon have been paid. If the Mortgaged Property is
      in
      an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
      by
      the Federal Emergency Management Agency as having special flood hazards (and
      such flood insurance has been made available) a flood insurance policy meeting
      the requirements of the current guidelines of the Federal Insurance
      Administration is in effect which policy conforms to the requirements of FNMA
      and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all
      such
      insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to
      do so, authorizes the holder of the Mortgage to maintain such insurance at
      Mortgagor’s cost and expense and to seek reimbursement therefor from the
      Mortgagor;

     

    (ix)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, disclosure laws
      and
      all predatory, abusive and fair lending laws applicable to the origination
      and
      servicing of mortgage loans of a type similar to the Mortgage Loans have been
      complied with and the consummation of the transactions contemplated hereby
      will
      not involve the violation of any such laws;

     

    (x)  The
      Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release;

     

    (xi)  The
      related Mortgage is properly recorded and is a valid, existing and enforceable
      (subject to bankruptcy laws and general principals of equity) (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 (subject to bankruptcy laws and
      general principals of equity) (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.
      ;

     

    (xii)  The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms (subject to bankruptcy laws and general principals of
      equity);

     

    (xiii)  All
      parties to the Mortgage Note and the Mortgage had legal capacity to enter into
      the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
      and the Mortgage Note and the Mortgage have been duly and properly executed
      by
      such parties. The Mortgagor is a natural person or a trust acceptable to FNMA
      and FHLMC and guaranteed by a natural person;

     

    (xiv)  The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor and there is no obligation for the Mortgagee to advance additional
      funds thereunder and any and all requirements as to completion of any on-site
      or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage;

     

    (xv)  Except
      for the interests of the Seller’s warehouse lender, to be released upon payment
      of the related Purchase Price, the Seller, or MERS as nominee for the Seller,
      is
      the sole legal, beneficial and equitable owner of the Mortgage Note and the
      Mortgage. Upon release of the interest of Seller’s warehouse lenders, the Seller
      has full right and authority under all governmental and regulatory bodies having
      jurisdiction over such Seller, subject to no interest or participation of,
      or
      agreement with, any party, to transfer and sell the Mortgage Loan to the
      Purchaser pursuant to this Agreement free and clear of any encumbrance or right
      of others, equity, lien, pledge, charge, mortgage, claim, participation interest
      or security interest of any nature (collectively, a “Lien”); and immediately
      upon the transfers and assignments herein contemplated, the Seller shall have
      transferred and sold all of its right, title and interest in and to each
      Mortgage Loan and the Purchaser will hold good, marketable and indefeasible
      title to, and be the owner of, each Mortgage Loan subject to no
      Lien;

     

    (xvi)  All
      parties which, prior to the related Closing Date, have had any interest in
      the
      Mortgage Loan, whether as originator, mortgagee, assignee, pledgee or otherwise,
      are (or, during the period in which they held and disposed of such interest,
      were): (A) organized under the laws of such state, or (B) qualified to do
      business in such state, or (C) federal savings and loan associations or national
      banks having principal offices in such state, or (D) not doing business in
      such
      state so as to require qualification or licensing, or (E) not otherwise required
      to be licensed in such state. All parties which have had any interest in the
      Mortgage Loan were in compliance with any and all applicable “doing business”
and licensing requirements of the laws of the state wherein the Mortgaged
      Property is located or were not required to be licensed in such
      state;

     

    (xvii)  The
      Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
      lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
      of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
      in the form of ALTA 6.0 or 6.1 or equivalent) or other form of title insurance,
      issued by a title insurer or other 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 and its successors and assigns are 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 purchase transactions contemplated by this Agreement. No claims have been
      made under such lender’s title insurance policy, and no prior holder of the
      related Mortgage, including the Seller, has done, by act or omission, anything
      which would impair the coverage of such lender’s title insurance
      policy;

     

    (xviii)  Except
      for one Monthly Payment not more than 29 days delinquent, there is no default,
      breach, violation or event of acceleration existing under the Mortgage or the
      Mortgage Note and no event which, with the passage of time or with notice and
      the expiration of any grace or cure period, would constitute a default, breach,
      violation or event of acceleration, and the Seller has not waived any default,
      breach, violation or event of acceleration. With respect to each Mortgage Loan
      which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
      on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect,
      (ii) there is no default, breach, violation or event of acceleration existing
      under such First Lien mortgage or the related mortgage note, (iii) no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event of
      acceleration thereunder, and either (A) the First Lien mortgage contains a
      provision which allows or (B) applicable law requires, the mortgagee under
      the
      Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
      an
      opportunity to cure any default by payment in full or otherwise under the First
      Lien mortgage;

     

    (xix)  Except
      as
      specifically insured against by the related title insurance, there are no
      mechanics’ or similar liens or claims which have been filed for work, labor or
      material (and no rights are outstanding that under law could give rise to such
      lien) affecting the related Mortgaged Property which are or may be liens prior
      to, or equal or coordinate with, the lien of the related Mortgage;

     

    (xx)  The
      Mortgage Loan was originated by the Seller or by a savings and loan association,
      a savings bank, a commercial bank or similar banking institution which is
      supervised and examined by a federal or state authority, or by a mortgagee
      approved as such by the Secretary of HUD;

     

    (xxi)  Payments
      on the Mortgage Loan shall commence (with respect to any newly originated
      Mortgage Loans) or commenced no more than sixty days after the proceeds of
      the
      Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
      Interest Rate. With respect to each Mortgage Loan, except for seconds, the
      Mortgage Note is payable on the first day of each month in Monthly Payments,
      which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
      amortize the original principal balance over the original term thereof (other
      than with respect to a Mortgage Loan identified on the related Mortgage Loan
      Schedule as an interest-only Mortgage Loan during the interest-only period
      or a
      Mortgage Loan which is identified on the related Mortgage Loan Schedule as
      a
      Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
      Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are changed
      on
      each Adjustment Date, and in any case, are sufficient to fully amortize the
      original principal balance over the original term thereof and to pay interest
      at
      the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage
      Loan is as set forth in the related Mortgage Loan Schedule. With respect to
      each
      Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only
      Mortgage Loan, the interest-only period shall not exceed the period specified
      on
      the Mortgage Loan Schedule and following the expiration of such interest-only
      period, the remaining Monthly Payments shall be sufficient to fully amortize
      the
      original principal balance over the remaining term of the Mortgage Loan. With
      respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
      payment which is sufficient to fully amortize the original principal balance
      over the original term thereof and to pay interest at the related Mortgage
      Interest Rate and requires a final Monthly Payment substantially greater than
      the preceding monthly payment which is sufficient to repay the remaining unpaid
      principal balance of the Balloon Mortgage Loan as the Due Date of such monthly
      payment. The Mortgage Note does not permit negative amortization. No Mortgage
      Loan is a Convertible Mortgage Loan;

     

    (xxii)  The
      origination, servicing and collection practices used by the Seller with respect
      to each Mortgage Note and Mortgage, including without limitation the
      establishment, maintenance and servicing of the Escrow Accounts and Escrow
      Payments, if any, since origination have been in all material 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 and
      the
      terms of the Mortgage Note and Mortgage. With respect to escrow deposits and
      Escrow Payments (other than with respect to each Mortgage Loan which is
      indicated by the Seller to be a Second Lien Mortgage Loan and for which the
      mortgagee under the First Lien is collecting Escrow Payments (as reflected
      on
      the Mortgage Loan Schedule)), if any, all such payments are in the possession
      of, or under the control of, the Seller and there exist no deficiencies in
      connection therewith for which customary arrangements for repayment thereof
      have
      not been made. No escrow deposits or Escrow Payments or other charges or
      payments due the Seller have been capitalized under any Mortgage or the related
      Mortgage Note and no such escrow deposits or Escrow Payments are being held
      by
      the Seller for any work on a Mortgaged Property which has not been
      completed;

     

    (xxiii)  The
      Mortgaged Property is free of damage and waste and is in good repair, and there
      is no proceeding pending or threatened for the total or partial condemnation
      thereof nor is such a proceeding currently occurring;

     

    (xxiv)  The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      (subject to bankruptcy laws and general principles of equity) 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. Subsequent to the
      funding of the related Mortgage Loan, the Mortgaged Property has not been
      subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor
      has not filed for protection under applicable bankruptcy laws. There is no
      homestead or other exemption available to the Mortgagor which would interfere
      with the right to sell the Mortgaged Property at a trustee’s sale or the right
      to foreclose the Mortgage. The Mortgagor has not notified the Seller and the
      Seller has no knowledge of any relief requested or allowed to the Mortgagor
      under the Servicemembers Civil Relief Act;

     

    (xxv)  The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      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 was 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. With respect to each Mortgage Loan, a full appraisal (URAR Form 1004)
      was obtained except that a URAR Form 2055 is used with respect to certain Second
      Lien Mortgage Loans which meet the requirements in the Underwriting
      Guidelines;

     

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

     

    (xxvii)  No
      Mortgage Loan was made (a) to finance the construction or rehabilitation of
      a
      Mortgaged Property or (b) to facilitate the trade-in or exchange of a Mortgaged
      Property;

     

    (xxviii)  The
      Loan-to-Value Ratio of any Mortgage Loan at origination was not more than 100%
      and the CLTV of any Mortgage Loan at origination was not more than
      100%;

     

    (xxix)  The
      Mortgaged Property is lawfully occupied under applicable law; all inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including but not limited to certificates of occupancy
      and fire underwriting certificates, have been made or obtained from the
      appropriate authorities. No improvement located on or being part of any
      Mortgaged Property is in violation of any applicable zoning and subdivision
      law,
      ordinance or regulation;

     

    (xxx)  No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to origination of a Mortgage Loan has taken place on the part of any
      person, including without limitation the Mortgagor, any appraiser, any builder
      or developer, or any other party involved in the origination of the Mortgage
      Loan or in the application of any insurance in relation to such Mortgage
      Loan;

     

    (xxxi)  Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term reflected on the Mortgage Loan Schedule. The lien of
      the
      Mortgage securing the consolidated principal amount is expressly insured as
      having (A) first lien priority with respect to each Mortgage Loan which is
      indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan
      Schedule), or (B) second lien priority with respect to each Mortgage Loan which
      is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
      on
      the Mortgage Loan Schedule), in either case, by a title insurance policy, an
      endorsement to the policy insuring the mortgagee’s consolidated interest or by
      other title evidence acceptable to FNMA and FHLMC. The consolidated principal
      amount does not exceed the original principal amount of the Mortgage
      Loan;

     

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

     

    (xxxiii)  The
      Mortgaged Property is in material compliance with all applicable environmental
      laws pertaining to environmental hazards including, without limitation,
      asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
      Mortgagor, has received any notice of any violation or potential violation
      of
      such law;

     

    (xxxiv)  No
      Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
      Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each such term is defined
      under HOEPA) that exceeds the applicable thresholds defined under HOEPA (Section
      32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)), (b) a “high
      cost”, “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”, “predatory” mortgage loan
      or any other comparable term, no matter how defined under any federal, state
      or
      local law, (c) subject to any comparable federal, state or local statutes or
      regulations, or any other statute or regulation providing for heightened
      regulatory scrutiny, assignee liability to holders of such mortgage loans or
      additional legal liability for mortgage loans having high interest rates, points
      and/or fees, or (d) a High Cost Loan or Covered Loan, as applicable (as such
      terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised,
      Appendix E);

     

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

     

    (xxxvi)  Each
      Mortgage contains an enforceable provision (subject to applicable law) for
      the
      acceleration of the payment of the unpaid principal balance of the related
      Mortgage Loan in the event that the Mortgaged Property is sold or transferred
      without the prior written consent of the mortgagee thereunder;

     

    (xxxvii)  With
      respect to each Mortgage Loan which is a Second Lien, (i) the related First
      Lien
      does not provide for negative amortization, and (ii) either no consent for
      the
      Mortgage Loan is required by the holder of the First Lien or such consent has
      been obtained and is contained in the Mortgage File;

     

    (xxxviii)  Each
      Mortgage Loan subject to Prepayment Charges specifically authorizes such
      Prepayment Charges to be collected, such Prepayment Charges are permissible
      and
      enforceable in accordance with the terms of the related Mortgage Loan Documents
      and all applicable federal, state and local laws (except to the extent that
      the
      enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally or
      the collectability thereof may be limited due to acceleration in connection
      with
      a foreclosure) and each Prepayment Charge was originated in compliance with
      all
      applicable federal, state and local laws;

     

    (xxxix)  The
      Seller has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”). The Seller has established an
      anti-money laundering compliance program as required by the Anti-Money
      Laundering Laws, has conducted the requisite due diligence in connection with
      the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
      Laws, including with respect to the legitimacy of the applicable Mortgagor
      and
      the origin of the assets used by the said Mortgagor to purchase the property
      in
      question, and maintains, and will maintain, sufficient information to identify
      the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No
      Mortgage Loan is subject to nullification pursuant to Executive Order 13224
      (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
      Assets Control of the United States Department of the Treasury (the “OFAC
      Regulations”) or in violation of the Executive Order or the OFAC Regulations,
      and no Mortgagor is subject to the provisions of such Executive Order or the
      OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
      Regulations;

     

    (xl)  With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded, or has been delivered
      for
      recording to the applicable recording office; 

     

    (xli)  With
      respect to each MERS Mortgage Loan, the Seller has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;

     

    (xlii)  The
      sale
      or transfer of the Mortgage Loan by the Seller complies with all applicable
      federal, state, and local laws, rules, and regulations governing such sale
      or
      transfer, including, without limitation, the Fair and Accurate Credit
      Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
      amended from time to time, and the Seller has not received any actual or
      constructive notice of any identity theft, fraud, or other misrepresentation
      in
      connection with such Mortgage Loan or any party thereto.

     

    (xliii)  The
      Mortgage Loan is in compliance with all requirements set forth in the related
      Confirmation, and the characteristics of the related Mortgage Loan Package
      as
      set forth in the related Confirmation are true and correct, subject to
      adjustments agreed to by the Purchaser;

     

    (xliv)  Each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1); 

     

    (xlv)  If
      the
      Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project conforms to the
      Underwriting Guidelines;

     

    (xlvi)  All
      improvements which were considered in determining the Appraised Value of the
      related Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property;

     

    (xlvii)  The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (xi) above;

     

    (xlviii)  No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
      by
      any source other than the Mortgagor or (c) contains any other similar provisions
      which may constitute a “buydown” provision. 

     

    (xlix)  The
      Mortgage Loan is not a graduated payment mortgage loan The Mortgage Loan does
      not have a shared appreciation or other contingent interest
      feature;

     

    (l)  The
      Mortgagor has executed one or more statements 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 each such statement is and will remain in the Mortgage
      File;

     

    (li)  Each
      original Mortgage was recorded or is in the process of being recorded and all
      subsequent assignments of the original Mortgage (other than the assignment
      to
      the Purchaser) have been recorded, or are in the process of being recorded,
      in
      the appropriate jurisdictions wherein such recordation is necessary to perfect
      the lien thereof as against creditors of the Seller. As to any Mortgage Loan
      which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable
      form (except for the name of the assignee which is blank) and is acceptable
      for
      recording under the laws of the jurisdiction in which the Mortgaged Property
      is
      located;

     

    (lii)  Each
      Mortgage Loan originated in the state of Texas pursuant to Article XVI,
      Section 50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has
      been originated in compliance with the provisions of Article XVI,
      Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the
      Texas Finance Code. With respect to each Texas Refinance Loan that is a Cash
      Out
      Refinancing, the related Mortgage Loan Documents state that the Mortgagor may
      prepay such Texas Refinance Loan in whole or in part without incurring a
      Prepayment Charge. The Seller does not collect any such Prepayment Charges
      in
      connection with any such Texas Refinance Loan;

     

    (liii)  The
      source of the down payment, if any, with respect to each Mortgage Loan has
      been
      fully verified by the Seller as and if required pursuant to the Underwriting
      Guidelines;

     

    (liv)  The
      Seller shall, at its own expense, cause each Mortgage Loan to be covered by
      a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
      designee at no cost to the Purchaser or its designee; provided however, that
      if
      the Seller fails to purchase such Tax Service Contract, the Seller shall be
      required to reimburse the Purchaser for all costs and expenses incurred by
      the
      Purchaser in connection with the purchase of any such Tax Service
      Contract;

     

    (lv)  
      Each
      Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
      is assignable to the Purchaser or its designee at no cost to the Purchaser
      or
      its designee or, for each Mortgage Loan not covered by such Flood Zone Service
      Contract, the Seller agrees to purchase such Flood Zone Service
      Contract;

     

    (lvi)  No
      Mortgage Loan is secured by co-operative housing, commercial property, or mixed
      use property; provided, that a Mortgaged Property which contains a home office
      in accordance with FNMA Guidelines shall not be considered as being used for
      commercial purposes as long as the Mortgaged Property has not been altered
      for
      commercial purposes and is not storing any chemicals or raw materials other
      than
      those commonly used in homeowner repair, maintenance or other household
      purposes;

     

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

     

    (lviii)  No
      selection procedures were used by the Seller that identified the Mortgage Loans
      as being less desirable or valuable than other comparable mortgage loans in
      the
      Seller’s portfolio; 

     

    (lix)  Unless
      otherwise permitted in the Underwriting Guidelines, each Mortgage Loan has
      a
      valid and original Credit Score, with a minimum Credit Score as set forth in
      the
      related Confirmation;

     

    (lx)  No
      Mortgage Loan originated or modified on or after October 1, 2002 and prior
      to
      March 7, 2003 is secured by a Mortgaged Property located in the State of
      Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
      home loan” as defined under the Georgia Fair Lending Act;

     

    (lxi)  No
      Mortgage Loan is a “manufactured housing loan” pursuant to the New Jersey Home
      Ownership Act effective November 27, 2003 (the “NJ Act”), and one hundred
      percent of the amount financed of any purchase money Second Lien Mortgage Loan
      subject to the NJ Act was used for the purchase of the related Mortgaged
      Property;

     

    (lxii)  With
      respect to any Mortgage Loan for which a mortgage loan application was submitted
      by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
      Mortgage Property located in the State of Illinois is in violation of the
      provisions of the Illinois Interest Act, including Section 4.1a which
      provides that no such Mortgage Loan with a Mortgage Interest Rate in excess
      of
      8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0%
      of
      the original principal balance of the Mortgage Loan;

     

    (lxiii)  Reserved;

     

    (lxiv)  No
      Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of
      Massachusetts was made to pay off or refinance an existing loan or other debt
      of
      the related borrower (as the term “borrower” is defined in the regulations
      promulgated by the Massachusetts Secretary of State in connection with
      Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
      Interest Rate (that would be effective once the introductory rate expires,
      with
      respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
      than
      2.25% the yield on United States Treasury securities having comparable periods
      of maturity to the maturity of the related Mortgage Loan as of the fifteenth
      day
      of the month immediately preceding the month in which the application for the
      extension of credit was received by the related lender or (b) the Mortgage
      Loan
      is an “open-end home loan” (as such term is used in the Massachusetts House Bill
      4880 (2004)) and the related Mortgage Note provides that the related Mortgage
      Interest Rate may not exceed at any time the Prime Rate index as published
      in
      The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
      Loan
      is in the "borrower's interest," as documented by a "borrower's interest
      worksheet" for the particular Mortgage Loan, which worksheet incorporates the
      factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
      promulgated thereunder for determining "borrower's interest," and otherwise
      complies in all material respects with the laws of the Commonwealth of
      Massachusetts;

     

    (lxv)  The
      Mortgagor has not made or caused to be made any payment in the nature of an
      “average” or “yield spread premium” to a mortgage broker or a like Person which
      has not been fully disclosed to the Mortgagor; 

     

    (lxvi)  The
      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; 

     

    (lxvii)  Unless
      otherwise permitted in the Underwriting Guidelines, no Mortgagor is the obligor
      on more than two Mortgage Notes;

     

    (lxviii)  With
      respect to any Mortgage Loan that contains a provision permitting imposition
      of
      a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) the
      Mortgage Loan provides some benefit to the borrower (e.g., a rate or fee
      reduction) in exchange for accepting such Prepayment Charge, (ii) prior to
      the
      Mortgage Loan’s funding, the Mortgagor had 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
      state and federal law, (iv) no Mortgage Loan originated prior to October 1,
      2002
      has a Prepayment Charge longer than five years 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 Loan is accelerated or paid off in
      connection with the workout of a delinquent mortgage or due to the Mortgagor’s
      default. Each Prepayment Charge is permissible, collectable and
      enforceable;

     

    (lxix)  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 Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
      Maine, Oklahoma, South Carolina, Utah, West Virginia 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;

     

    (lxx)  No
      predatory, abusive or deceptive lending practices, including but not limited
      to,
      the extension of credit to a Mortgagor without regard for the Mortgagor’s
      ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
      which has no tangible net benefit to the Mortgagor, were employed in connection
      with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
      with the anti-predatory lending eligibility for purchase requirements of FNMA’s
      Selling Guide, as negotiated by Seller and disclosed to the Purchaser. 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 related loan application, the Mortgagor may have qualified
      for a lower cost credit product then offered by any mortgage lending affiliate
      of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
      Mortgagor’s application to such affiliate for underwriting
      consideration;

     

    (lxxi)  The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs, in part, objective mathematical principles which relate the Mortgagor’s
      income, assets and liabilities to the proposed payment and such underwriting
      methodology did and does not rely solely on the extent of the Mortgagor’s equity
      in the collateral as the principal determining factor in approving such credit
      extension. Such underwriting methodology confirmed that at the time of
      origination (application/approval) the Mortgagor had a reasonable ability to
      make timely payments on the Mortgage Loan relying on the borrower’s
      representation of the borrower’s income in the case of loan programs which did
      not require verification of the borrower’s income;

     

    (lxxii)  All
      points, fees and charges, including finance charges (whether or not financed,
      assessed, collected or to be collected), in connection with the origination
      and
      servicing of each Mortgage Loan were disclosed in writing to the related
      Mortgagor in accordance with applicable state and federal law and regulation.
      Prior to the closing date of a Whole Loan Transfer to FNMA or a Pass-Through
      Transfer involving the Mortgage Loans in which FNMA is purchasing any of the
      securities, the Purchaser shall provide the Seller with an electronic listing
      of
      those Mortgage Loans which Purchaser intends to sell or securitize and for
      which
      Purchaser requires information regarding the points and fees charged to each
      related Mortgagor at origination. The Seller shall provide to the Purchaser
      an
      electronic schedule of such points and fees for each such Mortgage Loan within
      two (2) Business Days of Purchaser's request therefor. The Seller hereby
      represents and warrants to the Purchaser that such schedule is true, correct
      and
      complete as of the date it is provided to the Purchaser. The Purchaser shall
      be
      entitled to enforce such representation in accordance with the provisions of
      Section 7.03 hereof;

     

    (lxxiii)  The
      Seller will transmit full-file credit reporting data for each Mortgage Loan
      pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
      Seller agrees it shall report one of the following statuses each month as
      follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
      foreclosed, or charged-off;

     

    (lxxiv)  No
      Mortgagor was required to purchase any single premium credit insurance policy
      (e.g. life, mortgage, disability, accident, unemployment, or health insurance
      product) or debt cancellation agreement as a condition of obtaining the
      extension of credit. No Mortgagor obtained a prepaid single premium credit
      insurance policy (e.g. life, mortgage, disability, accident, unemployment,
      or
      health insurance product) in connection with the origination of the Mortgage
      Loan, and no proceeds from any Mortgage Loan were used to purchase
      single-premium credit insurance policies or debt cancellation agreements as
      part
      of the origination of, or as a condition to closing, such Mortgage
      Loan;

     

    (lxxv)  The
      Seller and any predecessor servicer has fully furnished, in accordance with
      the
      Fair Credit Reporting Act and its implementing regulations, accurate and
      complete information (e.g., favorable and unfavorable) on its borrower credit
      files to Equifax, Experian and Trans Union Credit Information Company (three
      of
      the credit repositories) on a monthly basis; and the Seller will fully furnish,
      in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (e.g., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian and Trans Credit Information
      Company (three of the credit repositories), on a monthly basis;

     

    (lxxvi)  With
      respect to each Mortgage Loan originated on or after August 1, 2004, 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;

     

    (lxxvii)  With
      respect to each Loan secured in whole or in part by the interest of the Borrower
      as a lessee under a ground lease of a Mortgaged Property (a “Ground Lease”) the
      real property securing such Loan is located in a jurisdiction in which the
      use
      of leasehold estates for residential properties is a widely-accepted practice
      and:

     

    (a)  Such
      Ground Lease is valid, in good standing, and in full force and
      effect;

     

    (b)  The
      lessee is not in default under any provision of the lease;

     

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

     

    (d)  The
      mortgagee under the Loan is given at least 30 days’ notice of any default and an
      opportunity to cure any defaults under the Ground Lease or to take over the
      Borrower’s rights under the Ground Lease;

     

    (e)  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; and

     

    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;
      and

     

    (lxxviii)  The
      representations and warranties contained above in subsections (lxxi) and
      (lxviii) are acceptable to FNMA. 

     

    (lxxix)  No
      Mortgage Loan is secured by manufactured housing; and

     

    (lxxx)  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 taking into account such facts as, without
      limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
      income, assets and liabilities.

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      C

     

    All
      capitalized terms in this Exhibit C shall have the meanings ascribed to them
      in
      the Purchase Agreement.

    


    (i)  The
      information set forth in the related Mortgage Loan Schedule and the Mortgage
      Loan data delivered to the Purchaser in the Electronic Data File is complete,
      true and correct;

     

    (ii)  All
      payments required to be made within 29 days prior to the close of business
      on
      the Closing Date for such Mortgage Loan under the terms of the Mortgage Note
      have been made except for (A) payments in the nature of escrow payments and
      (B)
      interest accruing from the date of the Mortgage Note or date of disbursement
      of
      the Mortgage Loan proceeds, whichever is earlier, to the day which precedes
      by
      one month the Due Date of the first installment of principal and/or interest;
      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 greater than 29 days
      in
      any payment by the Mortgagor thereunder since the origination of the Mortgage
      Loan;

     

    (iii)  There
      are
      no delinquent taxes, ground rents, water charges, sewer rents, assessments,
      insurance premiums, leasehold payments, including assessments payable in future
      installments or other outstanding charges affecting the related Mortgaged
      Property;

     

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

     

    (v)  The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, recorded in the
      applicable public recording office or registered with the MERS System if
      necessary to maintain the lien priority of the Mortgage, and which have been
      delivered to the Purchaser; the substance of any such waiver, alteration or
      modification has been approved by the title insurer, to the extent required
      by
      the related policy, and is 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 title insurer, to the extent required
      by
      the policy, and which assumption agreement has been delivered to the Purchaser
      and the terms of which are reflected in the related Mortgage Loan
      Schedule;

     

    (vi)  The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and/or the Mortgage, or
      the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect thereto;


     

    (vii)  The
      Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
      of
      the Seller in effect at the time the Mortgage Loan was originated; and the
      Mortgage Note and Mortgage are on forms generally acceptable to prudent subprime
      lenders in the secondary mortgage market;

     

    (viii)  All
      buildings upon the Mortgaged Property are insured by an insurer generally
      acceptable to prudent subprime lenders in the secondary mortgage market 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 currently due
      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 standards generally acceptable to prudent
      subprime lenders in the secondary mortgage market. The Mortgage obligates the
      Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
      expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
      Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
      reimbursement therefor from the Mortgagor;

     

    (ix)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, disclosure laws
      and
      all predatory, abusive and fair lending laws applicable to the origination
      and
      servicing of mortgage loans of a type similar to the Mortgage Loans have been
      complied with and the consummation of the transactions contemplated hereby
      will
      not involve the violation of any such laws;

     

    (x)  The
      Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release;

     

    (xi)  The
      related Mortgage is properly recorded and is a valid, existing and enforceable
      (subject to bankruptcy laws and general principals of equity) (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 (subject to bankruptcy laws and
      general principals of equity) (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.
      ;

     

    (xii)  The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms (subject to bankruptcy laws and general principals of
      equity);

     

    (xiii)  All
      parties to the Mortgage Note and the Mortgage had legal capacity to enter into
      the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
      and the Mortgage Note and the Mortgage have been duly and properly executed
      by
      such parties. The Mortgagor is a natural person or an inter vivos revocable
      trust that has the following additional characteristics:

     

    (a)
       The
      inter
      vivos revocable trust was established by one or more natural persons.


     

    (b)
       The
      trust
      was established by a written document during the lifetime of the individual
      establishing the trust, to be effective during his or her lifetime.

     

    (c)
       The
      individual establishing the trust has reserved to himself or herself the right
      to revoke the trust during his or her lifetime; 

     

    (d) The
      individual or individuals establishing the trust are the primary beneficiaries
      of the trust, 

     

    (e)
       If
      the
      trust is established jointly by more than one individual, the income or assets
      of at least one of the individuals establishing the trust was used to qualify
      for the related mortgage and that individual will occupy the security property
      and sign the mortgage instruments.

     

    (f)
       The
      trust
      document names one or more trustees to hold legal title to, and manage, the
      property that has been placed in the trust. The trustees include either the
      individual establishing the trust (or at least one of the individuals, if there
      are two or more) or an institutional trustee that customarily performs trust
      functions in (and is authorized to act as trustee under the laws of) the
      relevant state. 

     

    (g) The
      trustee(s) have the power to mortgage the security property for the purpose
      of
      securing a loan to the party (or parties) who are the "borrower(s)" under the
      mortgage or deed of trust note;

     

    (xiv)  The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor and there is no obligation for the Mortgagee to advance additional
      funds thereunder and any and all requirements as to completion of any on-site
      or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage;

     

    (xv)  Except
      for the interests of the Seller’s warehouse lender, to be released upon payment
      of the related Purchase Price, the Seller, or MERS as nominee for the Seller,
      is
      the sole legal, beneficial and equitable owner of the Mortgage Note and the
      Mortgage. Upon release of the interest of Seller’s warehouse lenders, the Seller
      has full right and authority under all governmental and regulatory bodies having
      jurisdiction over such Seller, subject to no interest or participation of,
      or
      agreement with, any party, to transfer and sell the Mortgage Loan to the
      Purchaser pursuant to this Agreement free and clear of any encumbrance or right
      of others, equity, lien, pledge, charge, mortgage, claim, participation interest
      or security interest of any nature (collectively, a “Lien”); and immediately
      upon the transfers and assignments herein contemplated, the Seller shall have
      transferred and sold all of its right, title and interest in and to each
      Mortgage Loan and the Purchaser will hold good, marketable and indefeasible
      title to, and be the owner of, each Mortgage Loan subject to no
      Lien;

     

    (xvi)  All
      parties which, prior to the related Closing Date, have had any interest in
      the
      Mortgage Loan, whether as originator, mortgagee, assignee, pledgee or otherwise,
      are (or, during the period in which they held and disposed of such interest,
      were): (A) organized under the laws of such state, or (B) qualified to do
      business in such state, or (C) federal savings and loan associations or national
      banks having principal offices in such state, or (D) not doing business in
      such
      state so as to require qualification or licensing, or (E) not otherwise required
      to be licensed in such state. All parties which have had any interest in the
      Mortgage Loan were in compliance with any and all applicable “doing business”
and licensing requirements of the laws of the state wherein the Mortgaged
      Property is located or were not required to be licensed in such
      state;

     

    (xvii)  The
      Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
      lender’s title insurance policy generally acceptable to prudent subprime lenders
      in the secondary mortgage market (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 or equivalent) or other form of title insurance, issued by a title
      insurer or other insurer generally acceptable to prudent subprime lenders in
      the
      secondary mortgage market 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 and its successors and assigns are 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 purchase transactions contemplated by this Agreement. No
      claims have been made under such lender’s title insurance policy, and no prior
      holder of the related Mortgage, including the Seller, has done, by act or
      omission, anything which would impair the coverage of such lender’s title
      insurance policy;

     

    (xviii)  Except
      for one Monthly Payment not more than 29 days delinquent, there is no default,
      breach, violation or event of acceleration existing under the Mortgage or the
      Mortgage Note and no event which, with the passage of time or with notice and
      the expiration of any grace or cure period, would constitute a default, breach,
      violation or event of acceleration, and the Seller has not waived any default,
      breach, violation or event of acceleration. With respect to each Mortgage Loan
      which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
      on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect,
      (ii) there is no default, breach, violation or event of acceleration existing
      under such First Lien mortgage or the related mortgage note, (iii) no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event of
      acceleration thereunder, and either (A) the First Lien mortgage contains a
      provision which allows or (B) applicable law requires, the mortgagee under
      the
      Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
      an
      opportunity to cure any default by payment in full or otherwise under the First
      Lien mortgage;

     

    (xix)  Except
      as
      specifically insured against by the related title insurance, there are no
      mechanics’ or similar liens or claims which have been filed for work, labor or
      material (and no rights are outstanding that under law could give rise to such
      lien) affecting the related Mortgaged Property which are or may be liens prior
      to, or equal or coordinate with, the lien of the related Mortgage;

     

    (xx)  The
      Mortgage Loan was originated by the Seller or by a savings and loan association,
      a savings bank, a commercial bank or similar banking institution which is
      supervised and examined by a federal or state authority, or by a mortgagee
      approved as such by the Secretary of HUD;

     

    (xxi)  Payments
      on the Mortgage Loan shall commence (with respect to any newly originated
      Mortgage Loans) or commenced no more than sixty days after the proceeds of
      the
      Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
      Interest Rate. With respect to each Mortgage Loan, except for seconds, the
      Mortgage Note is payable on the first day of each month in Monthly Payments,
      which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
      amortize the original principal balance over the original term thereof (other
      than with respect to a Mortgage Loan identified on the related Mortgage Loan
      Schedule as an interest-only Mortgage Loan during the interest-only period
      or a
      Mortgage Loan which is identified on the related Mortgage Loan Schedule as
      a
      Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
      Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are changed
      on
      each Adjustment Date, and in any case, are sufficient to fully amortize the
      original principal balance over the original term thereof and to pay interest
      at
      the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage
      Loan is as set forth in the related Mortgage Loan Schedule. With respect to
      each
      Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only
      Mortgage Loan, the interest-only period shall not exceed the period specified
      on
      the Mortgage Loan Schedule and following the expiration of such interest-only
      period, the remaining Monthly Payments shall be sufficient to fully amortize
      the
      original principal balance over the remaining term of the Mortgage Loan. With
      respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
      payment which is sufficient to fully amortize the original principal balance
      over the original term thereof and to pay interest at the related Mortgage
      Interest Rate and requires a final Monthly Payment substantially greater than
      the preceding monthly payment which is sufficient to repay the remaining unpaid
      principal balance of the Balloon Mortgage Loan as the Due Date of such monthly
      payment. The Mortgage Note does not permit negative amortization. No Mortgage
      Loan is a Convertible Mortgage Loan;

     

    (xxii)  The
      origination, servicing and collection practices used by the Seller with respect
      to each Mortgage Note and Mortgage, including without limitation the
      establishment, maintenance and servicing of the Escrow Accounts and Escrow
      Payments, if any, since origination have been in all material 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 and
      the
      terms of the Mortgage Note and Mortgage. With respect to escrow deposits and
      Escrow Payments (other than with respect to each Mortgage Loan which is
      indicated by the Seller to be a Second Lien Mortgage Loan and for which the
      mortgagee under the First Lien is collecting Escrow Payments (as reflected
      on
      the Mortgage Loan Schedule)), if any, all such payments are in the possession
      of, or under the control of, the Seller and there exist no deficiencies in
      connection therewith for which customary arrangements for repayment thereof
      have
      not been made. No escrow deposits or Escrow Payments or other charges or
      payments due the Seller have been capitalized under any Mortgage or the related
      Mortgage Note and no such escrow deposits or Escrow Payments are being held
      by
      the Seller for any work on a Mortgaged Property which has not been
      completed;

     

    (xxiii)  The
      Mortgaged Property is free of damage and waste and is in good repair, and there
      is no proceeding pending or threatened for the total or partial condemnation
      thereof nor is such a proceeding currently occurring;

     

    (xxiv)  The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      (subject to bankruptcy laws and general principles of equity) 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. Subsequent to the
      funding of the related Mortgage Loan, the Mortgaged Property has not been
      subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor
      has not filed for protection under applicable bankruptcy laws. There is no
      homestead or other exemption available to the Mortgagor which would interfere
      with the right to sell the Mortgaged Property at a trustee’s sale or the right
      to foreclose the Mortgage. The Mortgagor has not notified the Seller and the
      Seller has no knowledge of any relief requested or allowed to the Mortgagor
      under the Servicemembers Civil Relief Act;

     

    (xxv)  The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      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 was not affected by the approval or disapproval
      of
      the Mortgage Loan and who met the minimum qualifications generally
      acceptable to prudent subprime lenders in the secondary mortgage
      market.
      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. With respect to each Mortgage Loan, a full appraisal (URAR Form 1004)
      was obtained except that a URAR Form 2055 is used with respect to certain Second
      Lien Mortgage Loans which meet the requirements in the Underwriting
      Guidelines;

     

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

     

    (xxvii)  No
      Mortgage Loan was made (a) to finance the construction or rehabilitation of
      a
      Mortgaged Property or (b) to facilitate the trade-in or exchange of a Mortgaged
      Property;

     

    (xxviii)  The
      Loan-to-Value Ratio of any Mortgage Loan at origination was not more than 100%
      and the CLTV of any Mortgage Loan at origination was not more than
      100%;

     

    (xxix)  The
      Mortgaged Property is lawfully occupied under applicable law; all inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including but not limited to certificates of occupancy
      and fire underwriting certificates, have been made or obtained from the
      appropriate authorities. No improvement located on or being part of any
      Mortgaged Property is in violation of any applicable zoning and subdivision
      law,
      ordinance or regulation;

     

    (xxx)  No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to origination of a Mortgage Loan has taken place on the part of any
      person, including without limitation the Mortgagor, any appraiser, any builder
      or developer, or any other party involved in the origination of the Mortgage
      Loan or in the application of any insurance in relation to such Mortgage
      Loan;

     

    (xxxi)  Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term reflected on the Mortgage Loan Schedule. The lien of
      the
      Mortgage securing the consolidated principal amount is expressly insured as
      having (A) first lien priority with respect to each Mortgage Loan which is
      indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan
      Schedule), or (B) second lien priority with respect to each Mortgage Loan which
      is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
      on
      the Mortgage Loan Schedule), in either case, by a title insurance policy, an
      endorsement to the policy insuring the mortgagee’s consolidated interest or by
      other title evidence generally acceptable to prudent subprime lenders in the
      secondary mortgage market. The consolidated principal amount does not exceed
      the
      original principal amount of the Mortgage Loan;

     

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

     

    (xxxiii)  The
      Mortgaged Property is in material compliance with all applicable environmental
      laws pertaining to environmental hazards including, without limitation,
      asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
      Mortgagor, has received any notice of any violation or potential violation
      of
      such law;

     

    (xxxiv)  No
      Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
      Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each such term is defined
      under HOEPA) that exceeds the applicable thresholds defined under HOEPA (Section
      32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)), (b) a “high
      cost”, “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”, “predatory” mortgage loan
      or any other comparable term, no matter how defined under any federal, state
      or
      local law, (c) subject to any comparable federal, state or local statutes or
      regulations, or any other statute or regulation providing for heightened
      regulatory scrutiny, assignee liability to holders of such mortgage loans or
      additional legal liability for mortgage loans having high interest rates, points
      and/or fees, or (d) a High Cost Loan or Covered Loan, as applicable (as such
      terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised,
      Appendix E);

     

    (xxxv)  Except
      as
      set forth on the Mortgage Loan Schedule, no Mortgage Loan has an original term
      to maturity of more than thirty (30) years;

     

    (xxxvi)  Each
      Mortgage contains an enforceable provision (subject to applicable law) for
      the
      acceleration of the payment of the unpaid principal balance of the related
      Mortgage Loan in the event that the Mortgaged Property is sold or transferred
      without the prior written consent of the mortgagee thereunder;

     

    (xxxvii)  With
      respect to each Mortgage Loan which is a Second Lien, (i) the related First
      Lien
      does not provide for negative amortization, and (ii) either no consent for
      the
      Mortgage Loan is required by the holder of the First Lien or such consent has
      been obtained and is contained in the Mortgage File;

     

    (xxxviii)  Each
      Mortgage Loan subject to Prepayment Charges specifically authorizes such
      Prepayment Charges to be collected, such Prepayment Charges are permissible
      and
      enforceable in accordance with the terms of the related Mortgage Loan Documents
      and all applicable federal, state and local laws (except to the extent that
      the
      enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally or
      the collectability thereof may be limited due to acceleration in connection
      with
      a foreclosure) and each Prepayment Charge was originated in compliance with
      all
      applicable federal, state and local laws;

     

    (xxxix)  The
      Seller has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”). The Seller has established an
      anti-money laundering compliance program as required by the Anti-Money
      Laundering Laws, has conducted the requisite due diligence in connection with
      the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
      Laws, including with respect to the legitimacy of the applicable Mortgagor
      and
      the origin of the assets used by the said Mortgagor to purchase the property
      in
      question, and maintains, and will maintain, sufficient information to identify
      the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No
      Mortgage Loan is subject to nullification pursuant to Executive Order 13224
      (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
      Assets Control of the United States Department of the Treasury (the “OFAC
      Regulations”) or in violation of the Executive Order or the OFAC Regulations,
      and no Mortgagor is subject to the provisions of such Executive Order or the
      OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
      Regulations;

     

    (xl)  With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded, or has been delivered
      for
      recording to the applicable recording office; 

     

    (xli)  With
      respect to each MERS Mortgage Loan, the Seller has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;

     

    (xlii)  The
      sale
      or transfer of the Mortgage Loan by the Seller complies with all applicable
      federal, state, and local laws, rules, and regulations governing such sale
      or
      transfer, including, without limitation, the Fair and Accurate Credit
      Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
      amended from time to time, and the Seller has not received any actual or
      constructive notice of any identity theft, fraud, or other misrepresentation
      in
      connection with such Mortgage Loan or any party thereto.

     

    (xliii)  The
      Mortgage Loan is in compliance with all requirements set forth in the related
      Confirmation, and the characteristics of the related Mortgage Loan Package
      as
      set forth in the related Confirmation are true and correct, subject to
      adjustments agreed to by the Purchaser;

     

    (xliv)  Each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1); 

     

    (xlv)  If
      the
      Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project conforms to the
      Underwriting Guidelines;

     

    (xlvi)  All
      improvements which were considered in determining the Appraised Value of the
      related Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property;

     

    (xlvii)  The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (xi) above;

     

    (xlviii)  No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
      by
      any source other than the Mortgagor or (c) contains any other similar provisions
      which may constitute a “buydown” provision. 

     

    (xlix)  The
      Mortgage Loan is not a graduated payment mortgage loan The Mortgage Loan does
      not have a shared appreciation or other contingent interest
      feature;

     

    (l)  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 each such statement is and will remain in the Mortgage
      File;

     

    (li)  Each
      original Mortgage was recorded or is in the process of being recorded and all
      subsequent assignments of the original Mortgage (other than the assignment
      to
      the Purchaser) have been recorded, or are in the process of being recorded,
      in
      the appropriate jurisdictions wherein such recordation is necessary to perfect
      the lien thereof as against creditors of the Seller. As to any Mortgage Loan
      which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable
      form (except for the name of the assignee which is blank) and is acceptable
      for
      recording under the laws of the jurisdiction in which the Mortgaged Property
      is
      located;

     

    (lii)  Each
      Mortgage Loan originated in the state of Texas pursuant to Article XVI,
      Section 50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has
      been originated in compliance with the provisions of Article XVI,
      Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the
      Texas Finance Code. With respect to each Texas Refinance Loan that is a Cash
      Out
      Refinancing, the related Mortgage Loan Documents state that the Mortgagor may
      prepay such Texas Refinance Loan in whole or in part without incurring a
      Prepayment Charge. The Seller does not collect any such Prepayment Charges
      in
      connection with any such Texas Refinance Loan;

     

    (liii)  The
      source of the down payment, if any, with respect to each Mortgage Loan has
      been
      fully verified by the Seller as and if required pursuant to the Underwriting
      Guidelines;

     

    (liv)  The
      Seller shall, at its own expense, cause each Mortgage Loan to be covered by
      a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
      designee at no cost to the Purchaser or its designee; provided however, that
      if
      the Seller fails to purchase such Tax Service Contract, the Seller shall be
      required to reimburse the Purchaser for all costs and expenses incurred by
      the
      Purchaser in connection with the purchase of any such Tax Service
      Contract;

     

    (lv)  
      Each
      Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
      is assignable to the Purchaser or its designee at no cost to the Purchaser
      or
      its designee or, for each Mortgage Loan not covered by such Flood Zone Service
      Contract, the Seller agrees to purchase such Flood Zone Service
      Contract;

     

    (lvi)  No
      Mortgage Loan is secured by co-operative housing, commercial property, or mixed
      use property; provided, that a Mortgaged Property which contains a home office
      shall not be considered as being used for commercial purposes as long as it
      has
      the following characteristics:

     

    (a)
       the
      Mortgaged Property has not been altered for commercial purposes and is not
      storing any chemicals or raw materials other than those commonly used in
      homeowner repair, maintenance or other household purposes;

     

    (b)
       the
      property is a single-family dwelling that the related Mortgagor occupies as
      a
      principal residence;

     

    (c) the
      mixed
      use of the property represents a legal, permissible use of the property under
      any applicable zoning requirements;

     

    (d) the
      borrower is both the owner and the operator of the business;

     

    (e) the
      property is primarily residential in nature, and

     

    (f) The
      market value of the property is primarily a function of its residential
      characteristics, rather than of the business use or any special business-use
      modifications that were made;

     

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

     

    (lviii)  No
      selection procedures were used by the Seller that identified the Mortgage Loans
      as being less desirable or valuable than other comparable mortgage loans in
      the
      Seller’s portfolio; 

     

    (lix)  Unless
      otherwise permitted in the Underwriting Guidelines, each Mortgage Loan has
      a
      valid and original Credit Score, with a minimum Credit Score as set forth in
      the
      related Confirmation;

     

    (lx)  No
      Mortgage Loan originated or modified on or after October 1, 2002 and prior
      to
      March 7, 2003 is secured by a Mortgaged Property located in the State of
      Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
      home loan” as defined under the Georgia Fair Lending Act;

     

    (lxi)  No
      Mortgage Loan is a “manufactured housing loan” pursuant to the New Jersey Home
      Ownership Act effective November 27, 2003 (the “NJ Act”), and one hundred
      percent of the amount financed of any purchase money Second Lien Mortgage Loan
      subject to the NJ Act was used for the purchase of the related Mortgaged
      Property;

     

    (lxii)  With
      respect to any Mortgage Loan for which a mortgage loan application was submitted
      by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
      Mortgage Property located in the State of Illinois is in violation of the
      provisions of the Illinois Interest Act, including Section 4.1a which
      provides that no such Mortgage Loan with a Mortgage Interest Rate in excess
      of
      8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0%
      of
      the original principal balance of the Mortgage Loan;

     

    (lxiii)  Reserved;

     

    (lxiv)  No
      Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of
      Massachusetts was made to pay off or refinance an existing loan or other debt
      of
      the related borrower (as the term “borrower” is defined in the regulations
      promulgated by the Massachusetts Secretary of State in connection with
      Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
      Interest Rate (that would be effective once the introductory rate expires,
      with
      respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
      than
      2.25% the yield on United States Treasury securities having comparable periods
      of maturity to the maturity of the related Mortgage Loan as of the fifteenth
      day
      of the month immediately preceding the month in which the application for the
      extension of credit was received by the related lender or (b) the Mortgage
      Loan
      is an “open-end home loan” (as such term is used in the Massachusetts House Bill
      4880 (2004)) and the related Mortgage Note provides that the related Mortgage
      Interest Rate may not exceed at any time the Prime Rate index as published
      in
      The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
      Loan
      is in the "borrower's interest," as documented by a "borrower's interest
      worksheet" for the particular Mortgage Loan, which worksheet incorporates the
      factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
      promulgated thereunder for determining "borrower's interest," and otherwise
      complies in all material respects with the laws of the Commonwealth of
      Massachusetts;

     

    (lxv)  The
      Mortgagor has not made or caused to be made any payment in the nature of an
      “average” or “yield spread premium” to a mortgage broker or a like Person which
      has not been fully disclosed to the Mortgagor; 

     

    (lxvi)  The
      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; 

     

    (lxvii)  Unless
      otherwise permitted in the Underwriting Guidelines, no Mortgagor is the obligor
      on more than two Mortgage Notes;

     

    (lxviii)  With
      respect to any Mortgage Loan that contains a provision permitting imposition
      of
      a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) the
      Mortgage Loan provides some benefit to the borrower (e.g., a rate or fee
      reduction) in exchange for accepting such Prepayment Charge, (ii) prior to
      the
      Mortgage Loan’s funding, the Mortgagor had 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
      state and federal law, (iv) no Mortgage Loan originated prior to October 1,
      2002
      has a Prepayment Charge longer than five years 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 Loan is accelerated or paid off in
      connection with the workout of a delinquent mortgage or due to the Mortgagor’s
      default. Each Prepayment Charge is permissible, collectable and
      enforceable;

     

    (lxix)  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 Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
      Maine, Oklahoma, South Carolina, Utah, West Virginia 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;

     

    (lxx)  No
      predatory, abusive or deceptive lending practices, including but not limited
      to,
      the extension of credit to a Mortgagor without regard for the Mortgagor’s
      ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
      which has no tangible net benefit to the Mortgagor, were employed in connection
      with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
      with the anti-predatory lending eligibility for purchase requirements of FNMA’s
      Selling Guide, as negotiated by Seller and disclosed to the Purchaser. 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 related loan application, the Mortgagor may have qualified
      for a lower cost credit product then offered by any mortgage lending affiliate
      of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
      Mortgagor’s application to such affiliate for underwriting
      consideration;

     

    (lxxi)  The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs, in part, objective mathematical principles which relate the Mortgagor’s
      income, assets and liabilities to the proposed payment and such underwriting
      methodology did and does not rely solely on the extent of the Mortgagor’s equity
      in the collateral as the principal determining factor in approving such credit
      extension. Such underwriting methodology confirmed that at the time of
      origination (application/approval) the Mortgagor had a reasonable ability to
      make timely payments on the Mortgage Loan relying on the borrower’s
      representation of the borrower’s income in the case of loan programs which did
      not require verification of the borrower’s income;

     

    (lxxii)  All
      points, fees and charges, including finance charges (whether or not financed,
      assessed, collected or to be collected), in connection with the origination
      and
      servicing of each Mortgage Loan were disclosed in writing to the related
      Mortgagor in accordance with applicable state and federal law and regulation.
      Prior to the closing date of a Whole Loan Transfer to FNMA or a Pass-Through
      Transfer involving the Mortgage Loans in which FNMA is purchasing any of the
      securities, the Purchaser shall provide the Seller with an electronic listing
      of
      those Mortgage Loans which Purchaser intends to sell or securitize and for
      which
      Purchaser requires information regarding the points and fees charged to each
      related Mortgagor at origination. The Seller shall provide to the Purchaser
      an
      electronic schedule of such points and fees for each such Mortgage Loan within
      two (2) Business Days of Purchaser's request therefor. The Seller hereby
      represents and warrants to the Purchaser that such schedule is true, correct
      and
      complete as of the date it is provided to the Purchaser. The Purchaser shall
      be
      entitled to enforce such representation in accordance with the provisions of
      Section 7.03 hereof;

     

    (lxxiii)  The
      Seller will transmit full-file credit reporting data for each Mortgage Loan
      pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
      Seller agrees it shall report one of the following statuses each month as
      follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
      foreclosed, or charged-off;

     

    (lxxiv)  No
      Mortgagor was required to purchase any single premium credit insurance policy
      (e.g. life, mortgage, disability, accident, unemployment, or health insurance
      product) or debt cancellation agreement as a condition of obtaining the
      extension of credit. No Mortgagor obtained a prepaid single premium credit
      insurance policy (e.g. life, mortgage, disability, accident, unemployment,
      or
      health insurance product) in connection with the origination of the Mortgage
      Loan, and no proceeds from any Mortgage Loan were used to purchase
      single-premium credit insurance policies or debt cancellation agreements as
      part
      of the origination of, or as a condition to closing, such Mortgage
      Loan;

     

    (lxxv)  The
      Seller and any predecessor servicer has fully furnished, in accordance with
      the
      Fair Credit Reporting Act and its implementing regulations, accurate and
      complete information (e.g., favorable and unfavorable) on its borrower credit
      files to Equifax, Experian and Trans Union Credit Information Company (three
      of
      the credit repositories) on a monthly basis; and the Seller will fully furnish,
      in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (e.g., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian and Trans Credit Information
      Company (three of the credit repositories), on a monthly basis;

     

    (lxxvi)  With
      respect to each Mortgage Loan originated on or after August 1, 2004, 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;

     

    (lxxvii)  With
      respect to each Loan secured in whole or in part by the interest of the Borrower
      as a lessee under a ground lease of a Mortgaged Property (a “Ground Lease”) the
      real property securing such Loan is located in a jurisdiction in which the
      use
      of leasehold estates for residential properties is a widely-accepted practice
      and:

     

    (a)  Such
      Ground Lease is valid, in good standing, and in full force and
      effect;

     

    (b)  The
      lessee is not in default under any provision of the lease;

     

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

     

    (d)  The
      mortgagee under the Loan is given at least 30 days’ notice of any default and an
      opportunity to cure any defaults under the Ground Lease or to take over the
      Borrower’s rights under the Ground Lease;

     

    (e)  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; and

     

    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;
      and

     

    (lxxviii)  The
      representations and warranties contained above in subsections (lxxi) and
      (lxviii) are acceptable to FNMA. 

     

    (lxxix)  No
      Mortgage Loan is secured by manufactured housing; and

     

    (lxxx)  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 taking into account such facts as, without
      limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
      income, assets and liabilities.

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    TO: Citibank,
      N.A.

    5280
      Corporate Drive

    Frederick,
      MD 21703

    Attention:
      Citibank, N.A., Custodial Operations

    


    
      	
            	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of February 1, 2007, among Citigroup
                Mortgage Loan Trust Inc., as Depositor, 

              Wells
                Fargo Bank, N.A. as Servicer, Citibank, N.A.
                as Trust Administrator and U.S. Bank National Association as
                Trustee    

            


    

     

    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for the Owner pursuant to the above-captioned Agreement, we request the release,
      and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
      Loan described below, for the reason indicated.

     

    Mortgage
      Loan Number:

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              ______________

               

            	
              1.

               

            	
              Mortgage
                Paid in Full

               

            
	
              ______________

               

            	
              2.

               

            	
              Foreclosure

               

            
	
              ______________

               

            	
              3.

               

            	
              Substitution

               

            
	
              ______________

               

            	
              4.

               

            	
              Other
                Liquidation (Repurchases, etc.)

               

            
	
              ______________

               

            	
              5.

               

            	
              Nonliquidation

               

            


    

    


     

    Reason:______________________________________________

     

    Address
      to which Trustee should

    Deliver
      the Custodian's Mortgage File:

     

    [____________]

    [____________]

     

    


    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

               

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              Issuer:

            	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Address:

               

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              Date:

            	 	 	 


    

    


     

    Trustee

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              _____________________________________

            	 
	
              Signature

               

            	
              Date

               

            
	 	 
	
              Documents
                returned to Trustee:

               

            	 
	 	 
	
              ____________________________________

            	 
	
              Trustee

               

            	
              Date

               

            


    

    


    


    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

    


    Citibank,
      N.A.

    388
      Greenwich Street, 14th Floor

    New
      York,
      NY 10013

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through
                Certificates,

               Series
                2007-AHL1, 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 February 1, 2007, among
      Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A. as
      Servicer, Citibank, N.A. as trust administrator and U.S. Bank National
      Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to
      which Pooling and Servicing Agreement the Certificates were issued.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

            
	 	 	 	 	 	 	 	
              [Transferor]

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
 

    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th Floor

    New
      York,
      NY 10013

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through
                Certificates,

              Class,
                Series 2007-AHL1, 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
      February 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor, Wells
      Fargo Bank, N.A. as Servicer, Citibank, N.A. as trust administrator and U.S.
      Bank National Association as Trustee ,
      pursuant to which the Certificates were issued.

     

    
      	 	 	 	 	 	 	 	
              [Transferee]

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      1 TO EXHIBIT F

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with
      respect to the mortgage pass-through certificates
      (the
“Certificates”) described in the Transferee Certificate to which this
      certification relates and to which this certification is an Annex:

     

    
      	 	
              1.

               

            	
              As
                indicated below, the undersigned is the President, Chief Financial
                Officer, Senior Vice President or other executive officer of the
                entity
                purchasing the Certificates (the “Transferee”).

               

            
	 	
              2.

               

            	
              In
                connection with purchases by the Transferee, the Transferee is a
                “qualified institutional buyer” as that term is defined in Rule 144A under
                the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
                and/or invested on a discretionary basis
                $______________________1 
                in
                securities (except for the excluded securities referred to below)
                as of
                the end of the Transferee's most recent fiscal year (such amount
                being
                calculated in accordance with Rule 144A) and (ii) the Transferee
                satisfies
                the criteria in the category marked below.

               

            
	 	
              ___

               

            	
              CORPORATION,
                ETC. The Transferee is a corporation (other than a bank, savings
                and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

               

            
	 	
              ___

               

            	
              BANK.
                The Transferee (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least $25,000,000 as demonstrated in its latest annual financial
                statements, a copy of which is attached hereto.

               

            
	 	
              ___

               

            	
              SAVINGS
                AND LOAN. The Transferee (a) is a savings and loan association, building
                and loan association, cooperative bank, homestead association or
                similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least

               

            
	 	
              ___

               

            	
              BROKER-DEALER.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

               

            
	 	
              ___

               

            	
              INSURANCE
                COMPANY. The Transferee is an insurance company whose primary and
                predominant business activity is the writing of insurance or the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of Columbia.

               

            
	 	
              ___

               

            	
              STATE
                OR LOCAL PLAN. The Transferee is a plan established and maintained
                by a
                State, its political subdivisions, or any agency or instrumentality
                of the
                State or its political subdivisions, for the benefit of its
                employees.

               

            
	 	
              ___

               

            	
              ERISA
                PLAN. The Transferee is an employee benefit plan within the meaning
                of
                Title I of the Employee Retirement Income Security Act of
                1974.

               

            
	 	
              ___

               

            	
              INVESTMENT
                ADVISOR. The Transferee is an investment advisor registered under
                the
                Investment Advisers Act of 1940.

               

            
	 	
              3.

               

            	
              The
                term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
                issuers that are affiliated with the Transferee, (ii) securities
                that are
                part of an unsold allotment to or subscription by the Transferee,
                if the
                Transferee is a dealer, (iii) securities issued or guaranteed by
                the U.S.
                or any instrumentality thereof, (iv) bank deposit notes and certificates
                of deposit, (v) loan participations, (vi) repurchase agreements,
                (vii)
                securities owned but subject to a repurchase agreement and (viii)
                currency, interest rate and commodity swaps.

               

            
	 	
              4.

               

            	
              For
                purposes of determining the aggregate amount of securities owned
                and/or
                invested on a discretionary basis by the Transferee, the Transferee
                used
                the cost of such securities to the Transferee and did not include
                any of
                the securities referred to in the preceding paragraph. Further, in
                determining such aggregate amount, the Transferee may have included
                securities owned by subsidiaries of the Transferee, but only if such
                subsidiaries are consolidated with the Transferee in its financial
                statements prepared in accordance with generally accepted accounting
                principles and if the investments of such subsidiaries are managed
                under
                the Transferee's direction. However, such securities were not included
                if
                the Transferee is a majority-owned, consolidated subsidiary of another
                enterprise and the Transferee is not itself a reporting company under
                the
                Securities Exchange Act of 1934.

               

            
	 	
              5.

               

            	
              The
                Transferee acknowledges that it is familiar with Rule 144A and understands
                that the Transferor and other parties related to the Certificates
                are
                relying and will continue to rely on the statements made herein because
                one or more sales to the Transferee may be in reliance on Rule
                144A.

               

            


    

    


    
      	
              ___

              Yes

            	
              ___

              No

            	
              Will
                the Transferee be purchasing the Certificates only for the Transferee's
                own account?

               

            


    

    


    
      	 	
              6.

               

            	
              If
                the answer to the foregoing question is “no”, the Transferee agrees that,
                in connection with any purchase of securities sold to the Transferee
                for
                the account of a third party (including any separate account) in
                reliance
                on Rule 144A, the Transferee will only purchase for the account of
                a third
                party that at the time is a “qualified institutional buyer” within the
                meaning of Rule 144A. In addition, the Transferee agrees that the
                Transferee will not purchase securities for a third party unless
                the
                Transferee has obtained a current representation letter from such
                third
                party or taken other appropriate steps contemplated by Rule 144A
                to
                conclude that such third party independently meets the definition
                of
                “qualified institutional buyer” set forth in Rule 144A.

               

            
	 	
              7.

               

            	
              The
                Transferee will notify each of the parties to which this certification
                is
                made of any changes in the information and conclusions herein. Until
                such
                notice is given, the Transferee's purchase of the Certificates will
                constitute a reaffirmation of this certification as of the date of
                such
                purchase. In addition, if the Transferee is a bank or savings and
                loan as
                provided above, the Transferee agrees that it will furnish to such
                parties
                updated annual financial statements promptly after they become
                available.

               

            
	 	 	 
	 	 	 


    

    


    
      	
              Dated:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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

               

            


    

    


    


    


    


    

      

      
        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.

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      F-2

    


     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.  The
      undersigned is an officer of, the proposed Transferee of an Ownership Interest
      in a Residual Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement dated as of February 1, 2007
      (the “Agreement”),
      among
      Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
      Wells
      Fargo Bank, N.A. as servicer, (the “Servicer”),
      Citibank, N.A. as trust administrator and U.S. Bank National Association, as
      trustee (the “Trustee”).
      Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
      shall have the meanings ascribed to such terms in the Agreement. The Transferee
      has authorized the undersigned to make this affidavit on behalf of the
      Transferee for the benefit of the Depositor and the Trustee.

     

    2.  The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3.  The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4.  The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5.  The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(d) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6.  The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
      a
      certificate substantially in the form set forth as Exhibit L to the
      Agreement (a “Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7.  The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.

     

    8.  The
      Transferee’s taxpayer identification number is ___________.

     

    9.  The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10.  The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11.  The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12.  Check
      one
      of the following:

     

    [_] 
      The present value of the anticipated tax liabilities associated with holding
      the
      Certificate, as applicable, does not exceed the sum of:

     

    
      	 	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    
      	 	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    [_] 
      The transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	 	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    
      	 	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

    [_] 
      None of the above.

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

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

     

    


    
      	 	 	 	 	 	 	 	
              [NAME
                OF TRANSFEREE]

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    


     

    [Corporate
      Seal]

     

    ATTEST:

    
      	 


    

    [Assistant]
      Secretary

     

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

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

               

            
	 	 
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

               

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            	 


    

     

    __________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1.  I
      am a
      ____________________ of ____________________________ (the “Owner”), a
      corporation duly organized and existing under the laws of ______________, on
      behalf of whom I make this affidavit.

     

    2.  The
      Owner
      is not transferring the Class R Certificates or Class R-X Certificates (the
      “Residual Certificates”) to impede the assessment or collection of any
      tax.

     

    3.  The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4.  The
      Owner
      understands that the Purchaser has delivered to the Trustee a transfer affidavit
      and agreement in the form attached to the Pooling and Servicing Agreement as
      Exhibit F-2. The Owner does not know or believe that any representation
      contained therein is false.

     

    5.  At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6.  Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of ___________,
      20__.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

               

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:  [Vice]
                President

            


    

    


    
      	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              ATTEST

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:  [Assistant]
                Secretary

            


    

    


     

    Personally
      appeared before me the above-named , known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the Owner,
      and acknowledged to me that [he/she] executed the same as [his/her] free act
      and
      deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    
      	 	 
	 	
              Notary
                Public

               

            
	 	 
	 	 
	 	
              County
                of _________________________

               

            
	 	
              State
                of ___________________________

               

            
	 	 
	 	
              My
                Commission expires:

               

            


    

    


    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      G

     

    FORM
      OF
      CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

     

    [Date]

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th
      Floor

    New
      York,
      NY 10013

     

    
       

      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc.

                Asset-Backed
                  Pass-Through Certificates,
                  Series 2007-AHL1, Mortgage
                  Class

              


      

       

    

     

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
      Mortgage Loan Trust, Series 2007-AHL1, Mortgage Pass-Through Certificates,
      Class
      [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
      Agreement dated as of February 1, 2007 (the “Agreement”),
      among
      Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
      Wells
      Fargo Bank, N.A. as servicer, (the “Servicer”),
      Citibank, N.A. as trust administrator and U.S. Bank National Association, as
      trustee (the “Trustee”).
      Capitalized terms used herein and not otherwise defined shall have the meanings
      assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
      certifies, represents and warrants to, and covenants with the Depositor, the
      Trustee and the Servicer that:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets,” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101 of a Plan, and (iii) will not
      be transferred to any entity that is deemed to be investing in plan assets
      of a
      Plan.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      H-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

     

    
      
         

        
          	 	
                  Re:

                	
                  Citigroup Mortgage Loan Trust, Series
                    2007-AHL1

                  Asset Backed Pass-Through Certificates,
                    Series
                    2007-AHL1

                


        

         

      

    

     

     

    I,
      [_____], certify that:

     

    l. I
      have
      reviewed this annual report on Form 10-K, and all reports on Form 10-D required
      to be filed in respect of the period covered by this report on Form 10-K of
      Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series
      2007-AHL1 (the “Exchange Act periodic reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under Form 10-D for the period covered by this report is included
      in the Exchange Act periodic reports;

     

    4. Based
      on
      my knowledge and upon the annual compliance statement required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      periodic reports, the Servicer has fulfilled each of its obligations under
      the
      servicing agreement; and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Wells Fargo Bank, N.A. and Citibank,
      N.A.

     

    Date:
      [_____], 2007

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST, INC.

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      H-2

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE TRUST ADMINISTRATOR

     

    
      
         

        
          	 	
                  Re:

                	
                  
                    Citigroup
                      Mortgage Loan Trust, Series 2007-AHL1

                    Asset
                      Backed Pass-Through Certificates, Series
                      2007-AHL1

                  

                


        

         

      

    

     

    The
      Trust
      Administrator of the Trust, hereby certifies to Citigroup Mortgage Loan Trust
      Inc. (the “Depositor”), and its officers, directors and affiliates, and with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    1. The
      Trust
      Administrator has reviewed the annual report on Form 10-K for the fiscal year
      [___], and all reports on Form 10-D required to be filed in respect of the
      period covered by such Form 10-K of the Depositor relating to the
      above-referenced trust (the “Exchange Act periodic reports”);

     

    2. Based
      on
      the Trust Administrator’s knowledge, the information in the distribution reports
      prepared by the Trust Administrator, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which such
      statements were made, not misleading as of the last day of the period covered
      by
      that annual report; and

     

    3. The
      information provided by the Trust Administrator pursuant to Sections 3.21 and
      4.07 (solely with respect to information about the Trust Administrator) does
      not
      contain any untrue statement of material fact.

     

    4. Based
      on
      the Trust Administrator’s knowledge, the distribution information required to be
      provided by the Trust Administrator under the Pooling and Servicing Agreement
      is
      included in the Exchange Act periodic reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated February 1, 2007 (the “Pooling and
      Servicing Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A.
      as servicer, Citibank, N.A. as trust administrator and U.S. Bank National
      Association as trustee.

    

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A.,
as Trust Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 
	 	 	 	 	 	 	 	
                Date:

              	 


      

      


       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      H-3

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE SERVICER

     

    


    
      
         

        
          	 	
                  Re:

                	
                  
                    Citigroup
                      Mortgage Loan Trust, Series 2007-AHL1

                    Asset
                      Backed Pass-Through Certificates, Series
                      2007-AHL1

                  

                


        

         

      

    

     

     

    I,
      [identify the certifying individual], acting of Wells Fargo Bank, N.A. (“Wells
      Fargo”), certify to Citigroup Mortgage Loan Trust, Inc. (the “Depositor”), the
      Trust Administrator and their respective officers, directors and affiliates,
      and
      with the knowledge and intent that they will rely upon this certification,
      that:

     

    1. I
      have
      reviewed the information provided to the Trust Administrator by the Servicer
      pursuant to the Pooling and Servicing Agreement and included in the annual
      report on Form 10-K for the fiscal year [___], and all reports on Form 10-D
      required to be filed in respect of the period covered by such Form 10-K of
      the
      Depositor relating to the above-referenced trust (the “Exchange Act periodic
      reports”) (the “Servicing Information”);

     

    2. Based
      on
      my knowledge, the Servicing Information in the Exchange Act periodic reports,
      taken as a whole, does not contain any untrue statement of a material fact
      or
      omit to state a material fact necessary to make the statements made, in light
      of
      the circumstances under which such statements were made, not misleading as
      of
      the last day of the period covered by that annual report;

     

    3. Based
      on
      my knowledge, the Servicing Information required to be provided to the Trust
      Administrator by the Servicer has been provided as required under the Pooling
      and Servicing Agreement;

     

    4. I
      am
      responsible for reviewing the activities performed by the Servicer under the
      Pooling and Servicing Agreement and based upon the review required under the
      Pooling and Servicing Agreement, and except as disclosed to the Depositor and
      the Trust Administrator, the Servicer has fulfilled in all material respects
      its
      obligations under the Pooling and Servicing Agreement; and

     

    5. I
      have
      disclosed to the Servicer’s certified public accountants and the Depositor all
      significant deficiencies relating to the Servicer’s compliance with the
      Servicing Criteria as set forth in the Pooling and Servicing
      Agreement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein have the meanings ascribed to them in
      the

    Pooling
      and Servicing Agreement, dated February 1, 2007 (the “Pooling and Servicing
      Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A. as
      Servicer, Citibank, N.A. as trust administrator and U.S. Bank National
      Association as trustee.

     

    

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 
	 	 	 	 	 	 	 	
                Date:

              	 


      

      
 

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      I

    


    FORM
      OF
      INTEREST RATE CAP AGREEMENT

     

    
       

      
 

      
        	 DATE:	 February
                28, 2007    
	 	 
	 TO:	 Citibank,
                N.A., not in its individual capacity, but solely as cap trustee (the
“Cap
                Trustee”) for the trust created pursuant to the Cap Administration
                Agreement (the “Cap Trust”) with respect to the 
	 	 Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
                Series
                2007-AHL1 (“Party B”)
	 	
                 c/o
                  Citibank, N.A. 

                 Urino
                  Emanuel

                 388
                  Greenwich St., 14th Floor

                 New
                  York, NY 10013

                 Phone:
                  (212) 816-5680

                 Fax:
                  (212) 816-5527

              
	 	 
	 FROM:	 Swiss
                Re Financial Products Corporation
	 	 
	 SUBJECT:	 Fixed
                Income Derivatives Confirmation 
	 	 
	 REFERENCE
                NUMBER:	 SRFP
                Ref: 1259695


      

      


      The
        purpose of this long-form confirmation (“Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between
        Swiss Re Financial Products Corporation (“Party
        A”) and
        Citibank, N.A., not in its individual capacity, but solely as cap trustee
        for
        the trust created pursuant to the Cap Administration Agreement with respect
        to
        the Citigroup Mortgage Loan Trust Inc.,
        Asset
        Backed Pass-Through Certificates, Series 2007-AHL1 (“Party
        B”)
        reference is made hereby to the Pooling and Servicing Agreement, dated as
        of
        February 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor,
        Wells
        Fargo Bank, N.A. as Servicer, Citibank, N.A. as Trust Administratorand U.S.
        Bank
        National Association, as Trustee (the
        “Pooling
        and Servicing Agreement”).
        This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

      

        
          	
                  1.

                	
                  This
                    Confirmation shall supplement, form a part of, and be subject
                    to an
                    agreement in the form of the ISDA Master Agreement (Multicurrency
                    - Cross
                    Border) as published and copyrighted in 1992 by the International
                    Swaps
                    and Derivatives Association, Inc. (the “ISDA
                    Master Agreement”),
                    as if Party A and Party B had executed an agreement in such form
                    on the
                    date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                    and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                    Subject
                    to New York Law Only version) as published and copyrighted in
                    1994 by the
                    International Swaps and Derivatives Association, Inc., with Paragraph
                    13
                    thereof as set forth in Annex A hereto (the “Credit
                    Support Annex”).
                    For the avoidance of doubt, the Transaction described herein
                    shall be the
                    sole Transaction governed by such ISDA Master Agreement. In the
                    event of
                    any inconsistency among any of the following documents, the relevant
                    document first listed shall govern: (i) this Confirmation, exclusive
                    of
                    the provisions set forth in Item 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 hereof, which are incorporated
                    by reference
                    into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                    and (v) the ISDA Master
                    Agreement.

                


        

Each
        reference herein to a “Section” or to a “Section” “of this Agreement” will be
        construed as a reference to a Section of the ISDA Master Agreement; each
        herein
        reference to a “Part” will be construed as a reference to the provisions herein
        deemed incorporated in a Schedule to the ISDA Master Agreement; each reference
        herein to a “Paragraph” will be construed as a reference to a Paragraph of the
        Credit Support Annex.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

       

      Type
        of
        Transaction:   Interest
        Rate Cap

       

      Notional
        Amount:                              
 With
        respect to any Calculation Period, the amount set forth for such period on
        Schedule I attached hereto.

       

      Trade
        Date:                               February
        2, 2007

       

      Effective
        Date:                       
  February
        28, 2007

       

      Termination
        Date: 
                             
 November
        25, 2011, subject to adjustment in accordance with the Business Day
        Convention

       

      Fixed
        Amounts:

       

      Fixed
        Rate Payer:      Party
        B

       

      Fixed
        Amount:                      USD
        855,000

       

      Fixed
        Rate Payer

      Payment
        Date:          February
        28, 2007

       

      Floating
        Amounts: 

       

      Floating
        Rate Payer:           
 Party
        A

       

      Cap
        Rate:  
              
  6.00%

       

      Floating
        Rate Payer

      Period
        End Dates:          
     The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing March 25,
        2007, and ending on the Termination Date subject to adjustment in accordance
        with the Business Day Convention.

       

      Floating
        Rate Payer 

      Payment
        Dates:                   
 Early
        payment shall be applicable. The Floating Rate Payer Payment Date shall be
        one
        (1) Business Days prior to each Period End Date, commencing on March 22,
        2007.

       

      Floating
        Amount:               
 Notional
        Amount times Scale Factor times Floating Rate Day Count Fraction times (the
        greater of (a) zero and (b) Floating Rate Option minus the Cap
        Rate)

       

      Floating
        Rate Option:          USD-LIBOR-BBA

       

      Designated
        Maturity:          One
        month

       

      Floating
        Rate Day 

      Count
        Fraction:        Actual/360

       

      Scale
        Factor:                        
 250

       

      Reset
        Dates:           
  The
        first
        day of each Calculation Period.

       

      Compounding:       
          Inapplicable

       

      Business
        Days:         New
        York

       

      Business
        Day Convention: Following

       

      Calculation
        Agent:   Party
        A

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                3.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

       

      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

       

      For
        the
        purposes of this Agreement:-

       

      (a)         
         “Specified
        Entity”
        will not
        apply to Party A or Party B for any purpose. 

       

      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

       

      
        	
                (c)

              	
                Events
                  of Default.

              


      

       

      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

       

      
        	(i)  	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that Section 5(a)(i) is hereby amended
                  by
                  replacing the word “third” with the word “first”; provided, further, that
                  notwithstanding anything to the contrary in Section 5(a)(i), any
                  failure
                  by Party A to comply with or perform any obligation to be complied
                  with or
                  performed by Party A under the Credit Support Annex shall not constitute
                  an Event of Default under Section 5(a)(i) unless (A) a Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


      

       

      
        	(ii)  	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

       

      
        	(iii)  	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided, however, that notwithstanding anything
                  to the
                  contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                  with or
                  perform any obligation to be complied with or performed by Party
                  A under
                  the Credit Support Annex shall not constitute an Event of Default
                  under
                  Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

       

      
        	(iv)  	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

       

      
        	(v)  	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

       

      
        	(vi)  	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

       

      “Specified
        Indebtedness” will have the meaning specified in Section 14, except that such
        term shall not include insurance contracts entered into in the ordinary course
        of Party A’s Credit Support Provider’s insurance business.

       

      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the Shareholders’ Equity of Party A’s Credit Support Provider. 

       

      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be determined in accordance with generally accepted accounting
        principles.

       

      
        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting in lieu thereof “,
                  (3), (4) as amended, (5), or (6) as
                  amended”.

              


      

       

      
        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

       

      (d)        
         Termination
        Events.

       

      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

       

      (i) The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

       

      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A except that,
                  for
                  purposes of the application of Section 5(b)(ii) to Party A, Section
                  5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                  a taxing authority, or brought in a court of competent jurisdiction,
                  on or
                  after the date on which a Transaction is entered into (regardless
                  of
                  whether such action is taken or brought with respect to a party
                  to this
                  Agreement) or (y)”, and the “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party B.
                  

              


      

       

      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

       

      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

       

      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

       

      (f)           Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

       

      
        	(i)  	
                Market
                  Quotation will apply, provided, however, that, in the event of
                  a
                  Derivative Provider Trigger Event, the following provisions will
                  apply:

              


      

       

      
        	 	
                (A)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the
                  following:

              


      

       

      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, a Firm Offer which is
        (1)
        made by a Reference Market-maker that is an Eligible Replacement, (2) for
        an
        amount that would be paid to Party B (expressed as a negative number) or
        by
        Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (3) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date is to be
        included.

       

      
        	 	
                (B)

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following:

              


      

       

      “Settlement
        Amount”
        means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B
        at the written direction of the Depositor) equal to: 

       

      
        	 	
                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B at the written direction
                  of
                  the Depositor so as to become legally binding on or before the
                  day falling
                  ten Local Business Days after the day on which the Early Termination
                  Date
                  is designated, or such later day as Party B at the written direction
                  of
                  the Depositor may specify in writing to Party A, but in either
                  case no
                  later than one Local Business Day prior to the Early Termination
                  Date
                  (such day, the “Latest Settlement Amount Determination Day”), the
                  Termination Currency Equivalent of the amount (whether positive
                  or
                  negative) of such Market Quotation;


              


      

       

      
        	 	
                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  has been accepted by Party B at the written direction of the Depositor
                  so
                  as to become legally binding and one or more Market Quotations
                  from
                  Approved Replacements have
                  been made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

       

      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding and no Market
                  Quotation from an Approved Replacement remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal Party
                  B’s Loss
                  (whether positive or negative and without reference to any Unpaid
                  Amounts)
                  for the relevant Terminated Transaction or group of Terminated
                  Transactions.

              


      

       

      
        	 	
                (C)

              	
                If
                  Party B at the written direction of the Depositor requests Party
                  A in
                  writing to obtain Market Quotations, Party A shall use its reasonable
                  efforts to do so before the Latest Settlement Amount Determination
                  Day.

              


      

       

      
        	 	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

       

      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      
        
          	 	
                  (E)

                	
                  
                    At
                      any time on or before the Latest Settlement Amount Determination
                      Day at
                      which two or more Market Quotations from Approved Replacements
                      remain
                      capable of becoming legally binding upon acceptance, Party
                      B shall be
                      entitled to accept only the lowest of such Market Quotations
                      (for the
                      avoidance of doubt, the lowest of such Market Quotations shall
                      be the
                      lowest Market Quotation of such Market Quotations expressed
                      as a positive
                      number or, if any of such Market Quotations is expressed as
                      a negative
                      number, the Market Quotation expressed as a negative number
                      with the
                      largest absolute value).

                  

                


        

         

      

      
        	 	
                (F)

              	
                Notwithstanding
                  the provisions of this Part 5(f), nothing in this Agreement shall
                  preclude
                  Party A from obtaining Market
                  Quotations.

              


      

       

      
        	(ii)  	
                The
                  Second Method will apply.

              


      

       

      (g)         
         “Termination
        Currency”
        means
        USD.

       

      (h)        
          Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        2.  Tax
        Matters.

       

      (a)        
         Tax
        Representations. 

       

      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A) Party
        A
        makes the following representation(s):

       

      None.

       

      (B) Party
        B
        makes the following representation(s):

       

      None.

       

      (ii)
         Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      
        	(A)  	
                Party
                  A makes the following
                  representation(s):

              


      

       

      Party
        A
        represents that it is a corporation organized under the laws of the State
        of
        Delaware.

       

      
        	 	
                (B)

              	
                Party
                  B makes the following
                  representation(s):

              


      

       

      None. 

       

      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

       

      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                  2(d)(ii)
                  shall not apply to Party B as Y, in each case such that Party B
                  shall not
                  be required to pay any additional amounts referred to
                  therein.

              


      

       

      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                  entirety and replaced with the
                  following:

              


      

       

      “Indemnifiable
        Tax”
        means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax. 

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        3.  Agreement
        to Deliver Documents.  

       

      (a)         
         For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

       

      
        	
                 

                Party
                  required to deliver document

                 

              	
                 

                Form/Document/Certificate

                 

              	
                 

                Date
                  by which to be
                  delivered

                 

              
	
                 

                Party
                  A

                 

              	
                 

                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 including applicable attachments (or any successor
                  thereto) with respect to any payments received or to be received
                  by Party
                  A that eliminates U.S. federal withholding and backup withholding
                  Tax on
                  payments to Party A under this Agreement.

                 

              	
                 

                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

                 

              
	
                 

                Party
                  B

                 

              	
                 

                (i)
                  Upon execution of this Agreement, United States Internal Revenue
                  Service
                  Form W-9 including applicable attachments (or any successor thereto)
                  with
                  respect to any payments received or to be received by the initial
                  beneficial owner of payments to Party B under this Agreement, and
                  (ii)
                  thereafter, the appropriate tax certification form (i.e., IRS Form
                  W-9 or
                  IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any
                  successor
                  form thereto)) with respect to any payments received or to be received
                  by
                  the beneficial owner of payments to Party B under this Agreement
                  from time
                  to time which forms are received by Party B in accordance with
                  the PSA.
                  

                 

              	
                 

                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party A, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

                 

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)         
         For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

       

      
        	
                 

                Party
                  required to deliver document

                 

              	
                 

                Form/Document/Certificate

                 

              	
                 

                Date
                  by which to be
                  delivered

                 

              	
                 

                Covered
                  by Section 3(d) Representation

                 

              
	
                 

                Party
                  A and

                 

                Party
                  B

                 

              	
                 

                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A and

                 

                Party
                  B

                 

              	
                 

                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A

                 

              	
                 

                Annual
                  Report of Party A’s Credit Support Provider containing consolidated
                  financial statements certified by independent certified public
                  accountants
                  and prepared in accordance with generally accepted accounting principles
                  in the country in which Party A’s Credit Support Provider is
                  organized

                 

              	
                 

                Promptly
                  upon becoming publicly available

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A

                 

              	
                 

                Semi
                  Annual Financial Statements of Party A’s Credit Support Provider
                  containing unaudited, consolidated financial statements of Party
                  A’s
                  Credit Support Provider’s Interim Report prepared in accordance with
                  generally accepted accounting principles in the country in which
                  Party A’s
                  Credit Support Provider is organized

                 

              	
                 

                Promptly
                  upon becoming publicly available

                 

              	
                 

                Yes

                 

              
	
                 

                Party
                  A

                 

              	
                A
                  guarantee of Swiss Reinsurance Company 

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                No

                 

              
	
                 

                Party
                  A

                 

              	
                 

                An
                  opinion of counsel to Party A’s Guarantor 

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement

                 

              	
                 

                No

                 

              
	
                 

                Party
                  B

                 

              	
                 

                Pooling
                  and Servicing Agreement

                 

              	
                 

                Promptly
                  upon becoming publicly available

                 

              	
                 

                No

                 

              


      

      


      Part
        4. Miscellaneous. 

       

      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

       

      Address
        for notices or communications to Party A:

       

      Address:              
         Swiss Re Financial Products Corporation

      55
        East
        52nd Street

      New
        York,
        New York 10055

      Attention:
        Head of Operations

      Facsimile
        No. (917) 322-7201

       

      (For
        all
        purposes)

       

      With
        a
        copy to:     Swiss Re Financial Products
        Corporation

                   
          55
        East
        52nd Street

      New
        York,
        New York 10055

      Attention:
        Legal Department

      Facsimile
        No.: (212) 317-5474

       

      Address
        for notices or communications to Party B:

       

      Address:
          Citibank,
        N.A.

      388
        Greenwich Street, 14th
        Floor

      New
        York,
        NY 10013

      Attn:
        CMLTI 2007-AHL1

       

      (For
        all
        purposes)

       

      (b)         
         Process
        Agent.
        For the
        purpose of Section 13(c):

       

      Party
        A
        appoints as its Process Agent: Not applicable.

       

      Party
        B
        appoints as its Process Agent: Not applicable.

       

      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section. 

              


      

       

      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

       

      Party
        A
        is not a Multibranch Party.

       

      
        	 	
                Party
                  B is not a Multibranch Party.

              


      

       

      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A; provided, however, that if an
                  Event of
                  Default shall have occurred with respect to Party A, Party B shall
                  have
                  the right to appoint a third party as Calculation Agent, reasonably
                  acceptable to Party A.

              


      

       

      (f)         
         Credit
        Support Document. 

       

      Party
        A: The
        Credit Support Annex and any guarantee in support of Party A’s obligations under
        this Agreement.

       

      Party
        B: The
        Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex.

       

      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

       

      Party
        A: The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

       

      Party
        B: None.

       

      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

       

      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

       

      
        	
                (j)

              	
                Affiliate.“Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement, including for purposes of Section
                  6(b)(ii).

              


      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        5.  Other
        Provisions.

       

      
        	
                (a)

              	
                Definitions.
                  Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”),
                  and will be governed in all relevant respects by the provisions
                  set forth
                  in the Definitions, without regard to any amendment to the Definitions
                  subsequent to the date hereof. The provisions of the Definitions
                  are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the Pooling and Servicing
                  Agreement.

              


      

       

      (b)         
         Amendments
        to ISDA Master Agreement.

       

      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

       

      (ii)        
         Conditions
        Precedent. Section
        2(a)(iii) is hereby amended by adding the following at the end thereof:


       

      Notwithstanding
        anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
        with
        respect to Party B or Potential Event of Default with respect to Party B
        has
        occurred and been continuing for more than 30 Local Business Days and no
        Early
        Termination Date in respect of the Affected Transactions has occurred or
        been
        effectively designated by Party A, the obligations of Party A under Section
        2(a)(i) shall cease to be subject to the condition precedent set forth in
        Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
        of
        Default or such Potential Event of Default (the “Specific
        Event”);
        provided, however, for the avoidance of doubt, the obligations of Party A
        under
        Section 2(a)(i) shall be subject to the condition precedent set forth in
        Section
        2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
        occurrence of the same Event of Default with respect to Party B or Potential
        Event of Default with respect to Party B after the Specific Event has ceased
        to
        be continuing and with respect to any occurrence of any other Event of Default
        with respect to Party B or Potential Event of Default with respect to Party
        B
        that occurs subsequent to the Specific Event. 

       

      
        	 	
                (iii)

              	
                Change
                  of Account.
                  Section 2(b) is hereby amended by the addition of the following
                  after the
                  word “delivery” in the first line
                  thereof:

              


      

       

      “to
        another account in the same legal and tax jurisdiction as the original
        account”.

       

      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

       

      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

       

      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction and (ii) it has consulted with its
                  own legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the Transaction and has
                  made its
                  own decision to enter into the Transaction and (ii) It understands
                  the
                  terms, conditions and risks of the Transaction and is willing and
                  able to
                  accept those terms and conditions and to assume those risks, financially
                  and otherwise. 

              


      

       

      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

       

      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

       

      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

       

      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  and (ii) by deleting the words “to transfer” and inserting the words “to
                  effect a Permitted Transfer” in lieu
                  thereof.

              


      

       

      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

       

      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

       

      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

       

      
        	(i)  	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  Party
                  A has failed to comply with or perform any obligation to be complied
                  with
                  or performed by Party A in accordance with the Credit Support Annex,
                  then
                  an Additional Termination Event shall have occurred with respect
                  to Party
                  A and Party A shall be the sole Affected Party with respect to
                  such
                  Additional Termination Event. 

              


      

       

      
        	(ii)  	
                Second
                  Rating Trigger Replacement.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), then an Additional
                  Termination Event shall have occurred with respect to Party A and
                  Party A
                  shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


      

       

      
        	 	
                (iii)

              	
                Reserved. 

              


      

       

      
        	 	
                (iv)

              	
                Provision
                  of Information Required by Regulation AB. Party
                  A shall fail to comply with the provisions of Part 5(e) upon the
                  occurrence of a Swap Disclosure Event. For all purposes of this
                  Agreement,
                  Party A shall be the sole Affected Party with respect to such Additional
                  Termination Event.

              


      

       

      
        	 	
                (v)

              	
                Optional
                  Termination of the Securitization.
                  If, at any time, the Terminator purchases the Mortgage Loans pursuant
                  to
                  Section 9.01 of the Pooling and Servicing Agreement, then an Additional
                  Termination Event shall have occurred and Party B shall be the
                  sole
                  Affected Party with respect thereto; provided, however, that
                  notwithstanding Section 6(b)(iv) of the Master Agreement, only
                  Party B
                  shall have the right to designate an Early Termination Date in
                  respect of
                  this Additional Termination Event; provided, further, that the
                  Early
                  Termination Date shall not be prior to the Optional Termination
                  Date.

              


      

       

      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event. In
                  the event that a “Required
                  Ratings Downgrade Event”
                  shall occur and be continuing, then Party A shall, as soon as reasonably
                  practicable, at its own expense, using commercially reasonable
                  efforts,
                  procure either (A) a Permitted Transfer or (B) an Eligible Guarantee
                  from
                  an Eligible Guarantor. 

              


      

       

      
        	
                (e)
                  

              	
                Compliance
                  with Regulation AB. (i)
                  For purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities
                  (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
                  under the Securities Act of 1933, as amended, and the Securities
                  Exchange
                  Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
                  by the Securities and Exchange Commission and its staff, if the
                  Depositor
                  or Party B makes a determination, acting reasonably and in good
                  faith,
                  that (x) the applicable “significance percentage” with respect to this
                  Agreement has been reached, and (y) it has a reporting obligation
                  under
                  the Exchange Act (a “Swap Disclosure Event”), then Party A shall (or shall
                  cause its Credit Support Provider to), within ten (10) calendar
                  days after
                  notice to that effect, at its sole expense, take one of the following
                  actions (each subject to satisfaction of the Rating Agency Condition):
                  (1)
                  provide (including, if permitted by Regulation AB, provision by
                  reference
                  to reports filed pursuant to the Exchange Act or otherwise publicly
                  available information): (A) the financial data required by Item
                  301 of
                  Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B)
                  financial statements meeting the requirements of Regulation S-X
                  (17 C.F.R.
                  §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
                  and
                  Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through
                  210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial
                  information as may at the time be required or permitted to be provided
                  in
                  satisfaction of the requirements of Item 1115(b), together with
                  accountants consents and/or a procedure letter relating thereto;
                  or (2)
                  secure by Permitted Transfer an Approved Replacement that is able
                  to
                  comply with the requirements of Item 1115(b) of Regulation AB to
                  replace
                  Party A as party to this Agreement, on substantially similar terms,
                  the
                  debt rating of which entity (or credit support provider therefor)
                  meets or
                  exceeds the applicable requirements of the applicable Rating
                  Agencies.

              


      

       

      (ii)
        For
        so long as the aggregate significance percentage is 10% or more, Party A
        shall
        (or shall cause its Credit Support Provider to) provide any updates to the
        information provided pursuant to clause (i)(1) above to the Depositor within
        five (5) Business Days following availability thereof (but in no event more
        than
        45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
        for any half-year update, and in no event more than 90 days after the end
        of
        each of Party A’s Credit Support Provider’s fiscal year for any annual
        update).

       

      (iii)
        All
        information provided pursuant to clauses (i)(1) and (ii) above (all such
        information, “Swap Financial Disclosure”) shall be in a form suitable for
        conversion to the format required for filing by the Depositor with the
        Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
        In
        addition, any such information, if audited, shall be accompanied by any
        necessary auditor’s consents or, if such information is unaudited, shall be
        accompanied by an appropriate agreed-upon procedures letter from Party A’s
        accountants. If permitted by Regulation AB, any such information may be provided
        by reference to or incorporation by reference from reports filed pursuant
        to the
        Exchange Act.

       

      (iv)
        Third Party Beneficiary. The Depositor shall be an express third party
        beneficiary of this Agreement as if a party hereto to the extent of the
        Depositor’s rights explicitly specified in this Part 5(e).

       

      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)         
         Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        Part 5(e), or the succeeding sentence, neither Party A nor Party B is permitted
        to assign, novate or transfer (whether by way of security or otherwise) as
        a
        whole or in part any of its rights, obligations or interests under the Agreement
        or any Transaction unless (a) the prior written consent of the other party
        is
        obtained, and (b) the Rating Agency Condition has been satisfied with respect
        to
        S&P and DBRS. At any time at which no Relevant Entity has credit ratings at
        least equal to the Approved Ratings Threshold, Party A may make a Permitted
        Transfer.” 

       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense execute such documentation
                  provided to it as is reasonably deemed necessary by Party B to
                  effect such
                  transfer. 

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agrees that, notwithstanding any provision
                  in
                  this Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  Cap Trust
                  and the proceeds thereof, in accordance with the priority of payments
                  and
                  other terms of the Pooling and Servicing Agreement and that Party
                  A will
                  not have any recourse to any of the directors, officers, agents,
                  employees, shareholders or affiliates of the Party B with respect
                  to any
                  claims, losses, damages, liabilities, indemnities or other obligations
                  in
                  connection with any transactions contemplated hereby. In the event
                  that
                  the Cap Trust and the proceeds thereof, should be insufficient
                  to satisfy
                  all claims outstanding and following the realization of the account
                  held
                  by the Cap Trust and the proceeds thereof, any claims against or
                  obligations of Party B under the ISDA Master Agreement or any other
                  confirmation thereunder still outstanding shall be extinguished
                  and
                  thereafter not revive. This provision will survive the termination
                  of this
                  Agreement.

              


      

       

      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered a Replacement Transaction
                  with
                  Party B, then such Unfunded Amount shall be due on the next subsequent
                  Distribution Date following the date on which the payment would
                  have been
                  payable as determined in accordance with Section 6(d)(ii), and
                  on any
                  subsequent Distribution Dates until paid in full (or if such Early
                  Termination Date is the final Distribution Date, on such final
                  Distribution Date); provided, however, that if the date on which
                  the
                  payment would have been payable as determined in accordance with
                  Section
                  6(d)(ii) is a Distribution Date, such payment will be payable on
                  such
                  Distribution Date.

              


      

       

      
        	
                (i)

              	
                Rating
                  Agency Notifications. Notwithstanding
                  any other provision of this Agreement, no Early Termination Date
                  shall be
                  effectively designated hereunder by Party B and no transfer of
                  any rights
                  or obligations under this Agreement shall be made by either party
                  unless
                  each Rating Agency has been given prior written notice of such
                  designation
                  or transfer. 

              


      

       

      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”.

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless each of the Rating Agencies
                  has
                  been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to S&P and
                  DBRS.

              


      

       

      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      (m)        
         Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B, the Cap
        Trust,
        or the trust created pursuant to the Pooling and Servicing Agreement in any
        bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
        or other proceedings under any federal or state bankruptcy or similar law
        for a
        period of one year (or, if longer, the applicable preference period) and
        one day
        following payment in full of the Certificates and any Notes. This provision
        will
        survive the termination of this Agreement. 

       

      
        	
                (n)

              	
                Cap
                  Trustee Liability Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by Citibank, N.A. (“Citi”) not in its individual
                  capacity, but solely as Cap Trustee under the Cap Administration
                  Agreement
                  in the exercise of the powers and authority conferred and vested
                  in it
                  thereunder; (b) Citi has been directed by the Depositor pursuant
                  to the
                  Cap Administration Agreement to enter into this Agreement and to
                  perform
                  its obligations hereunder; (c) each of the representations, undertakings
                  and agreements herein made on behalf of the Cap Trust is made and
                  intended
                  not as personal representations, undertakings and agreements by
                  Citibank
                  but are made and intended for the purpose of binding only the Cap
                  Trust;
                  (d) nothing hereing contained shall be construed as creating any
                  liability
                  on Citibank, individually or personally to perform and covenant
                  either
                  express or implied contained herein, all such liability, if any,
                  being
                  expressly waived by the parties who are signatories to this Agreement
                  and
                  by any person claiming by, through or under such parties; and (e)
                  under no
                  circumstances shall Citi in its individual capacity be personally
                  liable
                  for the payment of any indebtedness or expenses of the Cap Trust
                  or any
                  payments hereunder or for the breach or failure of any obligation,
                  representation, warranty or covenant made or undertaken by the
                  Cap Trust
                  under this Agreement.

              


      

      


      
        	
                (o)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

       

      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

       

      
        	
                (p)

              	
                Agent
                  for Party B. Party
                  A acknowledges that the Cap Trustee, may act as Party B’s agent pursuant
                  to the Cap Administration Agreement to carry out certain functions
                  on
                  behalf of Party B in respect of this Confirmation, and that the
                  Cap
                  Trustee shall be entitled to give notices and to perform and satisfy
                  the
                  obligations of Party B hereunder on behalf of Party
                  B.

              


      

       

      
        	
                (q)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

       

      
        	
                (s)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any in respect of any suit, action or proceeding relating to this
                  Agreement or any Credit Support Document.


              


      

       

      
        	
                (t)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency -
                  Crossborder) as published and copyrighted in 1992 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

       

      
        	
                (u)

              	
                Payment
                  Instructions.
                  Party A hereby agrees that, unless notified in writing by Party
                  B of other
                  payment instructions, any and all amounts payable by Party A to
                  Party B
                  under this Agreement shall be paid to the account specified in
                  Item 4 of
                  this Confirmation, below. 

              


      

       

      
        	
                (v)

              	
                Additional
                  representations.

              


      

       

      
        	 	
                (i)

              	
                Representations
                  of Party A.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that:--

              


      

       

      
        	 	
                (1)

              	
                Party
                  A’s obligations under this Agreement rank pari passu with all of
                  Party A’s
                  other unsecured, unsubordinated obligations except those obligations
                  preferred by operation of law.

              


      

       

      
        	 	
                (ii)

              	
                Capacity. Party
                  A represents to Party B on the date on which Party A enters into
                  this
                  Agreement that it is entering into the Agreement and the Transaction
                  as
                  principal and not as agent of any person. The Cap Trustee represents
                  to
                  Party A on the date on which the Cap Trustee executes this Agreement
                  that
                  it is executing the Agreement not in its individual capacity but
                  solely as
                  Cap Trustee.

              


      

       

      (w)        
         Acknowledgements.

       

      
        	 	
                (i)

              	
                Substantial
                  financial transactions.
                  Each party hereto is hereby advised and acknowledges as of the
                  date hereof
                  that the other party has engaged in (or refrained from engaging
                  in)
                  substantial financial transactions and has taken (or refrained
                  from
                  taking) other material actions in reliance upon the entry by the
                  parties
                  into the Transaction being entered into on the terms and conditions
                  set
                  forth herein and in the Pooling and Servicing Agreement relating
                  to such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction.

              


      

       

      
        	 	
                (ii)

              	
                Bankruptcy
                  Code.
                  Subject to Part 5(m), without limiting the applicability if any,
                  of any
                  other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                  Code”) (including without limitation Sections 362, 546, 556, and 560
                  thereof and the applicable definitions in Section 101 thereof),
                  the
                  parties acknowledge and agree that all Transactions entered into
                  hereunder
                  will constitute “forward contracts” or “swap agreements” as defined in
                  Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                  Section 761 of the Bankruptcy Code, that the rights of the parties
                  under
                  Section 6 of this Agreement will constitute contractual rights
                  to
                  liquidate Transactions, that any margin or collateral provided
                  under any
                  margin, collateral, security, pledge, or similar agreement related
                  hereto
                  will constitute a “margin payment” as defined in Section 101 of the
                  Bankruptcy Code, and that the parties are entities entitled to
                  the rights
                  under, and protections afforded by, Sections 362, 546, 556, and
                  560 of the
                  Bankruptcy Code.

              


      

       

      
        	
                (x)

              	
                Limitation
                  on Events of Default. Notwithstanding
                  the provisions of Sections 5 and 6, if at any time and so long
                  as Party B
                  has satisfied in full all its payment obligations under Section
                  2(a)(i)
                  and has at the time no future payment obligations, whether absolute
                  or
                  contingent, under such Section, then unless Party A is required
                  pursuant
                  to appropriate proceedings to return to Party B or otherwise returns
                  to
                  Party B upon demand of Party B any portion of any such payment,
                  (a) the
                  occurrence of an event described in Section 5(a) with respect to
                  Party
                  B
                  shall not constitute an Event of Default or Potential
                  Event of Default with respect to Party B as Defaulting Party and
                  (b) Party
                  A shall be entitled to designate an Early Termination Date pursuant
                  to
                  Section 6 only as a result of the occurrence of a Termination Event
                  set
                  forth in either Section 5(b)(i) or 5(b)(ii) with respect to Party
                  A as the
                  Affected Party, or Section 5(b)(iii) with respect to Party A as
                  the
                  Burdened Party. For purposes of the Transaction to which this Agreement
                  relates, Party B’s only obligation under Section 2(a)(i) is to pay the
                  Fixed Amount on the Fixed Amount Payer Payment
                  Date.

              


      

       

      (y)        
         Reserved.

       

      (z)         
         Additional
        Definitions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
        Ratings Threshold, and the DBRS Approved Ratings Threshold.

       

      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (d) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

       

      “DBRS”
        means
        Dominion Bond Ratings Service, or any successor thereto.

       

      “DBRS
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
        DBRS of “R-1(middle)”.

       

      “DBRS
        Required Ratings Threshold”
means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “BBB”.

       

      “Derivative
        Provider Trigger Event”
        means
        (i) an Event of Default with respect to which Party A is a Defaulting Party,
        (ii) a Termination Event with respect to which Party A is the sole Affected
        Party or (iii) an Additional Termination Event with respect to which Party
        A is
        the sole Affected Party.

       

      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future obligations
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are
        subject to the Rating Agency Condition with respect to S&P and DBRS, and
        either (A) a law firm has given a legal opinion confirming that none of the
        guarantor’s payments to Party B under such guarantee will be subject to
Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, such guarantor is
        required to pay such additional amount as is necessary to ensure that the
        net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

       

      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P and DBRS at least equal to the
        S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold and
        (B) has credit ratings from Moody’s at least equal to the Moody’s Second Trigger
        Ratings Threshold provided, for the avoidance of doubt, that an Eligible
        Guarantee of an Eligible Guarantor with credit ratings below the Approved
        Ratings Threshold will not cause a Collateral Event (as defined in the Credit
        Support Annex) not to occur or continue.
        An
        Eligible Guarantor shall provide to Party B in writing all credit ratings
        described in this definition, upon request by Party B.

       

      “Eligible
        Replacement”
        means an
        entity (i) that (a) has credit ratings from S&P and DBRS at least equal to
        the S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold
        and (b) has credit ratings from Moody’s at least equal to the Moody’s Second
        Trigger Ratings Threshold, provided,
        for the avoidance of doubt, that an Eligible Replacement of an Eligible
        Guarantor with credit ratings below the Approved Ratings Threshold will not
        cause a Collateral Event (as defined in the Credit Support Annex) not to
        occur
        or continue or
        (ii)
        the present and future obligations (for the avoidance of doubt, not limited
        to
        payment obligations) of which entity to Party B under this Agreement are
        guaranteed pursuant to an Eligible Guarantee. An
        Eligible Replacement shall provide to Party B in writing all credit ratings
        described in this definition, upon request by Party B.

       

      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

       

      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

       

      “Moody’s
        First Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        First Trigger Ratings Threshold.

       

      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

       

      “Moody’s
        Second Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        Second Trigger Ratings Threshold. 

       

      “Moody’s
        Second Trigger Ratings Threshold” means
        ,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
        or counterparty rating from Moody’s of “A3”.

       

      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
        Part
        5(e), or the second sentence of Section 7 (as amended herein) to a transferee
        (the “Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with respect to which transfer each of the following
        conditions is satisfied: (a) the Transferee is an Eligible Replacement; (b)
        Party A and the Transferee are both “dealers in notional principal contracts”
within the meaning of Treasury regulations section 1.1001-4; (c) as of the
        date
        of such transfer the Transferee would not be required to withhold or deduct
        on
        account of Tax from any payments under this Agreement or would be required
        to
        gross up for such Tax under Section 2(d)(i)(4); (d) an Event of Default or
        Termination Event would not occur as a result of such transfer; (e) pursuant
        to
        a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in its sole discretion, acting in a commercially reasonable manner, that
        such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (g) Party A will be responsible for any costs or expenses
        incurred in connection with such transfer (including any replacement cost
        of
        entering into a replacement transaction); (h) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P and DBRS or (B) each Rating Agency has been
        given prior written notice of such transfer and such transfer is in connection
        with the assignment and assumption of this Agreement without modification
        of its
        terms, other than party names, dates relevant to the effective date of such
        transfer, tax representations (provided that the representations in Part
        2(a)(i)
        are not modified) and any other representations regarding the status of the
        substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
        or Part 5(v)(ii), notice information and account details; and (i) such transfer
        otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      “Rating
        Agency”
        means,
        with respect to any date of determination, each of S&P, Moody’s and DBRS, to
        the extent that each such rating agency is then providing a rating for any
        of
        the Citigroup Mortgage Loan Trust 2007-AHL1, Mortgage Pass-Through Certificates,
        Series 2007-AHL1
        (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

       

      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Rating Agency specified in connection with such proposed act or omission,
        that the party acting or failing to act must consult with each of the specified
        Rating Agencies and receive from each such Rating Agency a prior written
        confirmation that the proposed action or inaction would not cause a downgrade
        or
        withdrawal of the then-current rating of any Certificates or Notes.

       

      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

       

      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

       

      “Required
        Ratings Downgrade Event”
        means
that
        no
        Relevant Entity has credit ratings from a Rating Agency at least equal to
        the
        Required Ratings Threshold for that Rating Agency and in terms of determining
        whether a Required Ratings Downgrade Event has occurred, each Relevant Entity
        shall provide its credit ratings to Party B in writing, upon request of Party
        B. 

       

      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
        Ratings Threshold and the DRBS Required Ratings Threshold...

       

      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

       

      “S&P
        Approved Ratings Event” means
        an
        event which is deemed to occur with respect to Party A on any day on which
        no
        Relevant Entity has current credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold.

       

      “S&P
        Approved Ratings Threshold”
        means,
        with
        respect to Party A, the guarantor under an Eligible Guarantee or an Eligible
        Replacement,
        a
        short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or,
        if such entity does not have a short-term unsecured and unsubordinated debt
        rating from S&P, a long-term unsecured and unsubordinated debt rating or
        counterparty rating from S&P of “A+”.

       

      “S&P
        Required Ratings Event”
        means an
        event which is deemed to occur with respect to Party A on any day on which
        no
        Relevant Entity has current credit ratings from S&P at least equal to the
        S&P Required Ratings Threshold. 

       

      “S&P
        Required Ratings Threshold”
        means a
        long-term unsecured and unsubordinated debt rating or counterparty rating
        from
        S&P of “BBB+”. 

       

      [Remainder
        of this page intentionally left blank.]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4. Account
        Details and Settlement Information:  

      


      Payments
        to Party A:           
  JPMorgan
        Chase Bank

      ABA#
        021000021

      SWIFT:
        CHASUS33

      Account
        of: Swiss Re Financial Products

      Account
        No.: 066-911184

       

      Payments
        to Party
        B:                         
 Citibank,
        N.A.

      ABA#
        021-000-089

      Account#
        3617-2242

      Ref:
        CMLTI 2007-AHL1 Cap Account

      ASTRA
        A/C# 106384

      


      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      SWISS
        RE
        FINANCIAL PRODUCTS CORPORATION


      


      By: _______________________________ 

      Name:   

      Title:    

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      Citibank,
        N.A., not in its individual capacity, but solely as cap trustee for the trust
        created pursuant to the Cap Administration Agreement with respect to the
        Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
        Series 2007-AHL1 

      


      By: _______________________________
        

      Name: 

      Title:

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      


      Amortization
        Schedule,
        subject
        to adjustment in accordance with the Following Business Day
        Convention

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount (USD)

              
	
                February
                  28, 2007

              	
                March
                  25, 2007

              	
                2,930,148.0000

              
	
                March
                  25, 2007

              	
                April
                  25, 2007

              	
                2,887,899.4892

              
	
                April
                  25, 2007

              	
                May
                  25, 2007

              	
                2,838,171.0825

              
	
                May
                  25, 2007

              	
                June
                  25, 2007

              	
                2,783,182.9884

              
	
                June
                  25, 2007

              	
                July
                  25, 2007

              	
                2,722,281.0154

              
	
                July
                  25, 2007

              	
                August
                  25, 2007

              	
                2,654,490.2818

              
	
                August
                  25, 2007

              	
                September
                  25, 2007

              	
                2,580,052.4486

              
	
                September
                  25, 2007

              	
                October
                  25, 2007

              	
                2,496,405.7200

              
	
                October
                  25, 2007

              	
                November
                  25, 2007

              	
                2,409,220.2292

              
	
                November
                  25, 2007

              	
                December
                  25, 2007

              	
                2,322,817.7872

              
	
                December
                  25, 2007

              	
                January
                  25, 2008

              	
                2,238,439.1931

              
	
                January
                  25, 2008

              	
                February
                  25, 2008

              	
                2,155,994.6200

              
	
                February
                  25, 2008

              	
                March
                  25, 2008

              	
                2,075,937.9803

              
	
                March
                  25, 2008

              	
                April
                  25, 2008

              	
                1,997,369.5950

              
	
                April
                  25, 2008

              	
                May
                  25, 2008

              	
                1,917,412.1186

              
	
                May
                  25, 2008

              	
                June
                  25, 2008

              	
                1,832,645.7351

              
	
                June
                  25, 2008

              	
                July
                  25, 2008

              	
                1,741,708.3854

              
	
                July
                  25, 2008

              	
                August
                  25, 2008

              	
                1,655,606.5559

              
	
                August
                  25, 2008

              	
                September
                  25, 2008

              	
                1,573,725.8526

              
	
                September
                  25, 2008

              	
                October
                  25, 2008

              	
                1,494,763.0317

              
	
                October
                  25, 2008

              	
                November
                  25, 2008

              	
                1,416,542.7970

              
	
                November
                  25, 2008

              	
                December
                  25, 2008

              	
                1,337,050.1214

              
	
                December
                  25, 2008

              	
                January
                  25, 2009

              	
                1,261,930.1334

              
	
                January
                  25, 2009

              	
                February
                  25, 2009

              	
                1,190,879.8923

              
	
                February
                  25, 2009

              	
                March
                  25, 2009

              	
                1,123,571.2501

              
	
                March
                  25, 2009

              	
                April
                  25, 2009

              	
                1,056,555.3069

              
	
                April
                  25, 2009

              	
                May
                  25, 2009

              	
                  
                  985,176.9859

              
	
                May
                  25, 2009

              	
                June
                  25, 2009

              	
                 
                  923,871.7033

              
	
                June
                  25, 2009

              	
                July
                  25, 2009

              	
                 
                  866,298.2416

              
	
                July
                  25, 2009

              	
                August
                  25, 2009

              	
                 
                  812,207.8589

              
	
                August
                  25, 2009

              	
                September
                  25, 2009

              	
                 
                  761,376.1074

              
	
                September
                  25, 2009

              	
                October
                  25, 2009

              	
                 
                  713,581.0150

              
	
                October
                  25, 2009

              	
                November
                  25, 2009

              	
                 
                  668,654.4179

              
	
                November
                  25, 2009

              	
                December
                  25, 2009

              	
                 
                  626,413.0607

              
	
                December
                  25, 2009

              	
                January
                  25, 2010

              	
                 
                  586,730.8515

              
	
                January
                  25, 2010

              	
                February
                  25, 2010

              	
                 
                  549,531.0786

              
	
                February
                  25, 2010

              	
                March
                  25, 2010

              	
                 
                  516,594.8992

              
	
                March
                  25, 2010

              	
                April
                  25, 2010

              	
                 
                  516,594.8992

              
	
                April
                  25, 2010

              	
                May
                  25, 2010

              	
                 
                  516,594.8992

              
	
                May
                  25, 2010

              	
                June
                  25, 2010

              	
                 
                  516,594.8992

              
	
                June
                  25, 2010

              	
                July
                  25, 2010

              	
                 
                  516,594.8992

              
	
                July
                  25, 2010

              	
                August
                  25, 2010

              	
                 
                  500,979.1542

              
	
                August
                  25, 2010

              	
                September
                  25, 2010

              	
                 
                  482,396.1743

              
	
                September
                  25, 2010

              	
                October
                  25, 2010

              	
                 
                  464,507.1112

              
	
                October
                  25, 2010

              	
                November
                  25, 2010

              	
                 
                  447,286.0978

              
	
                November
                  25, 2010

              	
                December
                  25, 2010

              	
                 
                  430,708.3984

              
	
                December
                  25, 2010

              	
                January
                  25, 2011

              	
                 
                  414,749.1456

              
	
                January
                  25, 2011

              	
                February
                  25, 2011

              	
                 
                  399,385.1020

              
	
                February
                  25, 2011

              	
                March
                  25, 2011

              	
                 
                  384,593.9162

              
	
                March
                  25, 2011

              	
                April
                  25, 2011

              	
                 
                  370,354.0841

              
	
                April
                  25, 2011

              	
                May
                  25, 2011

              	
                 
                  356,645.0233

              
	
                May
                  25, 2011

              	
                June
                  25, 2011

              	
                 
                  343,446.9493

              
	
                June
                  25, 2011

              	
                July
                  25, 2011

              	
                 
                  330,740.4216

              
	
                July
                  25, 2011

              	
                August
                  25, 2011

              	
                 
                  318,506.9758

              
	
                August
                  25, 2011

              	
                September
                  25, 2011

              	
                 
                  306,728.8785

              
	
                September
                  25, 2011

              	
                October
                  25, 2011

              	
                 
                  295,388.5609

              
	
                October
                  25, 2011

              	
                November
                  25, 2011

              	
                 
                  284,465.6640

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      

        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of February 28, 2007, between

        Swiss
          Re
          Financial Products Corporation (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        Citibank,
          N.A., not in its individual capacity, but solely as cap trustee (the “Cap
          Trustee”) for the trust created pursuant to the Cap Administration Agreement
          (the “Cap Trust”) with respect to the Citigroup Mortgage Loan Trust Inc.,
          Mortgage Pass-Through Certificates, Series 2007-AHL1 (hereinafter
          referred to as “Party
          B”
          or
“Secured
          Party”).

        


        For
          the
          avoidance of doubt, and notwithstanding anything to the contrary that may
          be
          contained in the Agreement, this Credit Support Annex shall relate solely
          to the
          Transaction documented in the Confirmation dated January 31, 2007, between
          Party
          A and Party B, Reference Number SRFP reference # 1259695.

         

        Paragraph
          13. Elections and Variables.

         

        
          	(a)  	
                  Security
                    Interest for “Obligations”.
                    The term “Obligations”
                    as
                    used in this Annex includes the following additional
                    obligations:

                


        

         

        With
          respect to Party A: not applicable.

         

        With
          respect to Party B: not applicable.

         

        
          	(b)  	
                  Credit
                    Support Obligations.

                


        

         

        
          	(i)  	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

         

        
          	(A)  	
                  “Delivery
                    Amount”
                    has the meaning specified in Paragraph 3(a) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Value as of that Valuation Date of all Posted
                    Credit Support held by the Secured Party.” and inserting in lieu thereof
                    the following:

                


        

         

        The
          “Delivery
          Amount”
          applicable to the Pledgor for any Valuation Date will equal the greatest
          of:


         

        
          	(1)  	
                  the
                    amount by which (a) the S&P/DBRS Credit Support Amount for such
                    Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party,
                    

                


        

         

        
          	(2)  	
                  the
                    amount by which (a) the Moody’s First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party,
                    and

                


        

         

        
          	(3)  	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party.

                


        

         

        
          	(B)  	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof the following:

                


        

         

        The
          “Return
          Amount”
          applicable to the Secured Party for any Valuation Date will equal the least
          of


         

        
          	(1)  	
                  the
                    amount by which (a) the S&P/DBRS Value as of such Valuation Date of
                    all Posted Credit Support held by the Secured Party exceeds (b)
                    the
                    S&P/DBRS Credit Support Amount for such Valuation Date,
                    

                


        

         

        
          	(2)  	
                  the
                    amount by which (a) the Moody’s First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	(3)  	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	(C)  	
                  “Credit
                    Support Amount”
                    of
                    Paragraph 3 shall not apply. For purposes of calculating any
                    Delivery
                    Amount or Return Amount pursuant to Paragraphs 13(b)(i)(A) or
                    13(b)(i)(B)
                    above for any Valuation Date, reference shall be made to the
                    S&P/DBRS
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger Credit Support Amount, in each case for such
                    Valuation Date.

                


        

         

        
          	(ii)  	
                  Eligible
                    Collateral.
                    

                


        

         

        On
          any
          date, the items set forth on the schedule of Eligible Collateral attached
          as
          Schedule A hereto will qualify as “Eligible
          Collateral”
(for
          the avoidance of doubt, all Eligible Collateral to be denominated in
          USD):

         

        
          	(iii)  	
                  Other
                    Eligible Support. 

                


        

         

        The
          following items will qualify as “Other
          Eligible Support”
          for the
          party specified: 

         

        Not
          applicable.

         

        
          	(iv)  	
                  Threshold.

                


        

         

        
          	(A)  	
                  “Independent
                    Amount”
                    means zero with respect to Party A and Party
                    B.

                


        

         

        
          	(B)  	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    (i) a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed, or (ii) a Required
                    Ratings
                    Downgrade Event has occurred and is continuing; otherwise,
                    infinity.

                


        

         

          “Threshold”
          means,
          with respect to Party B and any Valuation Date, infinity.

         

        
          	(C)  	
                  “Minimum
                    Transfer Amount” means
                    USD 100,000 with respect to Party A and Party B; provided, however,
                    that
                    if the aggregate Certificate Principal Balance and note principal
                    balance
                    of Certificates and Notes rated by S&P is at the time of the transfer
                    less than USD 50,000,000, the “Minimum
                    Transfer Amount”
                    shall be USD 50,000.

                


        

         

        
          	(D)  	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 10,000.

                


        

         

        
          	(c)  	
                  Valuation
                    and Timing.

                


        

         

        
          	(i)  	
                  “Valuation
                    Agent”
                    means Party A; provided, however, that if an Event of Default
                    shall have
                    occurred with respect to which Party A is the Defaulting Party,
                    Party B
                    shall have the right to designate as Valuation Agent an independent
                    party,
                    reasonably acceptable to Party A, the cost for which shall be
                    borne by
                    Party A. All calculations by the Valuation Agent must be made
                    in
                    accordance with standard market practice, including, in the event
                    of a
                    dispute as to the Value of any Eligible Credit Support or Posted
                    Credit
                    Support, by making reference to quotations received by the Valuation
                    Agent
                    from one or more Pricing Sources.

                


        

         

        
          	(ii)  	
                  “Valuation
                    Date” means
                    (A) the first Local Business Day in each week on which any of
                    the
                    S&P/DBRS Credit Support Amount, the Moody’s First Trigger Credit
                    Support Amount or the Moody’s Second Trigger Credit Support Amount is
                    greater than zero, and (B), if no Relevant Entity has a long-term
                    unsubordinated and unsecured debt rating of at least BBB+ from
                    S&P,
                    also the last Local Business Day in each calendar
                    month.

                


        

         

        
          	(iii)  	
                  “Valuation
                    Time” means
                    the close of business in the city of the Valuation Agent on the
                    Local
                    Business Day immediately preceding the Valuation Date or date
                    of
                    calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date. The Valuation Agent
                    will
                    notify each party (or the other party, if the Valuation Agent
                    is a party)
                    of its calculations not later than the Notification Time on the
                    applicable
                    Valuation Date (or in the case of Paragraph 6(d), the Local Business Day
                    following the day on which such relevant calculations are
                    performed).”

                


        

         

        
          	(iv)  	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	(v)  	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Support on each Valuation Date based
                    on
                    internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Support; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided that an external mark may not be obtained
                    from the same
                    Reference Market-maker more than four times in any 12-month period.
                    The
                    Valuation Agent shall obtain these external marks directly or
                    through an
                    independent third party, in either case at no cost to Party B.
                    The
                    Valuation Agent shall calculate on each Valuation Date (for purposes
                    of
                    this paragraph, the last Local Business Day in each calendar
                    month
                    referred to above shall be considered a Valuation Date) the Secured
                    Party’s Exposure based on the greater of the Valuation Agent’s internal
                    marks and the external marks received. If the S&P Value on any such
                    Valuation Date of all Posted Credit Support then held by the
                    Secured Party
                    is less than the S&P Credit Support Amount on such Valuation Date (in
                    each case as determined pursuant to this paragraph), Party A
                    shall, within
                    three Local Business Days of such Valuation Date, Transfer to
                    the Secured
                    Party Eligible Credit Support having an S&P Value as of the date of
                    Transfer at least equal to such deficiency.


                


        

         

        
          	(vi)  	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         

        
          	(d)  	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.
                    The following Termination Events will be a “Specified
                    Condition”
                    for the party specified (that party being the Affected Party
                    if the
                    Termination Event occurs with respect to that party): With respect
                    to
                    Party A: any Additional Termination Event with respect to which
                    Party A is
                    the sole Affected Party. With respect to Party B:
                    None.

                


        

         

        
          	(e)  	
                  Substitution.

                


        

         

        
          	(i)  	
                  “Substitution
                    Date”
                    has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	(ii)  	
                  Consent.
                    If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph 4(d):
                    Inapplicable.

                


        

         

        
          	(f)  	
                  Dispute
                    Resolution.

                


        

         

        
          	(i)  	
                  “Resolution
                    Time”
                    means 1:00 p.m. New York time on the Local Business Day following
                    the date
                    on which the notice of the dispute is given under Paragraph
                    5.

                


        

         

        
          	(ii)  	
                  Value.
                    Notwithstanding anything to the contrary in Paragraph 12, for
                    the purpose
                    of Paragraphs 5(i)(C) and 5(ii), the S&P/DBRS Value, the Moody’s First
                    Trigger Value, and the Moody’s Second Trigger Value, on any date, of
                    Eligible Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
          the
          sum of (A) the product of (1)(x) the bid price at the Valuation Time for
          such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the bid price for such securities quoted at the Valuation
          Time by any principal market maker for such securities selected by the
          Valuation
          Agent, or (z) if no such bid price is listed or quoted for such date, the
          bid
          price listed or quoted (as the case may be) at the Valuation Time for the
          day
          next preceding such date on which such prices were available and (2) the
          applicable Valuation Percentage for such Eligible Collateral, and (B) the
          accrued interest on such securities (except to the extent Transferred to
          the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in the immediately preceding clause (A)) as of such
          date.

         

        
          	(iii)  	
                  Alternative.
                    The provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	(g)  	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	(i)  	
                  Eligibility
                    to Hold Posted Collateral; Custodians.  Party
                    B (or any Custodian) will be entitled to hold Posted Collateral
                    pursuant
                    to Paragraph 6(b). 

                


        

         

        Party
          B
          may appoint as Custodian (A) the entity then serving as Cap Trustee or
          (B) any
          entity other than the entity then serving as Cap Trustee if such other
          entity
          (or, to the extent applicable, its parent company or credit support provider)
          shall then have a short-term unsecured and unsubordinated debt rating from
          S&P of at least “A-1.”

         

        Initially,
          the Custodian
          for
          Party B is: The Cap Trustee.

         

        
          	(ii)  	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to Party B.
                    

                


        

         

        
          	(h)  	
                  Distributions
                    and Interest Amount.

                


        

         

        
          	(i)  	
                  Interest
                    Rate.
                    The “Interest
                    Rate”
                    will be the actual interest rate earned on Posted Collateral
                    in the form
                    of Cash that is held by Party B or its Custodian. Posted Collateral
                    in the
                    form of Cash shall be invested in such overnight (or redeemable
                    within two
                    Local Business Days of demand) Permitted Investments (as defined,
                    for the
                    purposes of this Paragraph 13(h)(i), in the Pooling and Servicing
                    Agreement) rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by
                    Moody’s or Aaa by Moody’s, as directed by Party A (unless (x) an Event of
                    Default or an Additional Termination Event has occurred and is
                    continuing
                    with respect to which Party A is the defaulting or sole Affected
                    Party or
                    (y) an Early Termination Date has been designated, in which case
                    such
                    Posted Collateral shall be held uninvested). Gains and losses
                    incurred in
                    respect of any investment of Posted Collateral in the form of
                    Cash in
                    Permitted Investments as directed by Party A shall be for the
                    account of
                    Party A.

                


        

         

        
          	(ii)  	
                  Transfer
                    of Interest Amount.
                    The Transfer of the Interest Amount will be made on the second
                    Local
                    Business Day following the end of each calendar month and on
                    any other
                    Local Business Day on which Posted Collateral in the form of
                    Cash is
                    Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                    however,
                    that the obligation of Party B to Transfer any Interest Amount
                    to Party A
                    shall be limited to the extent that Party B has earned and received
                    such
                    funds and such funds are available to Party B.


                


        

         

        
          	(iii)  	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	(i)  	
                  Additional
                    Representation(s).
                    There are no additional representations by either
                    party.

                


        

         

        
          	(j)  	
                  Other
                    Eligible Support and Other Posted Support.

                


        

         

        
          	(i)  	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable. 

                


        

         

        
          	(ii)  	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	(k)  	
                  Demands
                    and Notices.All
                    demands, specifications and notices under this Annex will be
                    made pursuant
                    to the Notices Section of this Agreement, except that any demand,
                    specification or notice shall be given to or made at the following
                    addresses, or at such other address as the relevant party may
                    from time to
                    time designate by giving notice (in accordance with the terms
                    of this
                    paragraph) to the other party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B’s Custodian: Same as Party B

         

        
          	(l)  	
                  Address
                    for Transfers.
                    Each Transfer hereunder shall be made to the address specified
                    below or to
                    an address specified in writing from time to time by the party
                    to which
                    such Transfer will be made.

                


        

         

        Party
          A
          account details:     JPMorgan
          Chase Bank

        
          
            	 SWIFT:	 CHASUS33
	 Account
                    of: 	 Swiss
                    Re Financial Products
	 Account
                    No.:  	 066-911184
                    
	 ABA#:  	 021000021


          

        

         

         

        Party
          B’s
          Custodian account
          details:            
 Citibank.

        Wire:
          Citibank, N.A

        ABA#021000089

        Acct.
          Structured Finance Incoming Wire Account Acct No. 3617-2242

        Ref:
          CMLTI 2007-AHL1- A/C#XXXXXX

        
          	(m)  	
                  Other
                    Provisions.

                


        

         

        
          	(i)  	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account (as such term is defined in the Pooling and
                    Servicing
                    Agreement), and hold, record and identify all Posted Collateral
                    in such
                    segregated account.

                


        

         

        
          	(ii)  	
                  Agreement
                    as to Single Secured Party and Single Pledgor.
                    Party A and Party B hereby agree that, notwithstanding anything
                    to the
                    contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                    means only Party B, (b) the term “Pledgor” as used in this Annex means
                    only Party A, (c) only Party A makes the pledge and grant in
                    Paragraph 2,
                    the acknowledgement in the final sentence of Paragraph 8(a) and
                    the
                    representations in Paragraph 9.

                


        

         

        
          	(iii)  	
                  Calculation
                    of Value.
                    Paragraph 4(c) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “S&P/DBRS Value, Moody’s First Trigger
                    Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                    by (A) deleting the words “a Value” and inserting in lieu thereof “an
                    S&P Value/DBRS, Moody’s First Trigger Value, and Moody’s Second
                    Trigger Value” and (B) deleting the words “the Value” and inserting in
                    lieu thereof “S&P Value/DBRS, Moody’s First Trigger Value, and Moody’s
                    Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P
                    Value/DBRS, Moody’s First Trigger Value, or Moody’s Second Trigger Value”.
                    Paragraph 5(i) (flush language) is hereby amended by deleting
                    the word
                    “Value” and inserting in lieu thereof “S&P Value/DBRS, Moody’s First
                    Trigger Value, and Moody’s Second Trigger Value”. Paragraph 5(i)(C) is
                    hereby amended by deleting the word “the Value, if” and inserting in lieu
                    thereof “any one or more of the S&P Value/DBRS, Moody’s First Trigger
                    Value, or Moody’s Second Trigger Value, as may be”. Paragraph 5(ii) is
                    hereby amended by (1) deleting the first instance of the words
“the Value”
                    and inserting in lieu thereof “any one or more of the S&P Value/DBRS,
                    Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2)
                    deleting the second instance of the words “the Value” and inserting in
                    lieu thereof “such disputed S&P Value/DBRS, Moody’s First Trigger
                    Value, or Moody’s Second Trigger Value”. Each of Paragraph 8(b)(iv)(B) and
                    Paragraph 11(a) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “least of the S&P Value/DBRS, Moody’s First
                    Trigger Value, and Moody’s Second Trigger Value”.
                    

                


        

         

        
          	(iv)  	
                  Form
                    of Annex. Party
                    A and Party B hereby agree that the text of Paragraphs 1 through
                    12,
                    inclusive, of this Annex is intended to be the printed form of
                    ISDA Credit
                    Support Annex (Bilateral Form - ISDA Agreements Subject to New
                    York Law
                    Only version) as published and copyrighted in 1994 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

         

        
          	(v)  	
                  Events
                    of Default.
                    Paragraph 7 will not apply to cause any Event of Default to exist
                    with
                    respect to Party B except that Paragraph 7(i) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex. Notwithstanding anything to the contrary in Paragraph
                    7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if (A) a
                    Required Ratings Downgrade Event has occurred and been continuing
                    for 30
                    or more Local Business Days, and (B) such failure is not remedied
                    on or
                    before the third Local Business Day after notice of such failure
                    is given
                    to Party A.

                


        

         

        
          	(vi)  	
                  Expenses.
                    Notwithstanding anything to the contrary in Paragraph 10, the
                    Pledgor will
                    be responsible for, and will reimburse the Secured Party for,
                    all transfer
                    and other taxes and other costs involved in any Transfer of Eligible
                    Collateral.

                


        

         

        
          	(vii)  	
                  Withholding.
                    Paragraph 6(d)(ii) is hereby amended by inserting immediately
                    after “the
                    Interest Amount” in the fourth line thereof the words “less any applicable
                    withholding taxes.”

                


        

         

         (viii) Additional
          Definitions.
          As used
          in this Annex:

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold. 

         

        “DV01”
          means,
          with respect to a Transaction and any date of determination, the estimated
          change in the Secured Party’s Transaction Exposure with respect to such
          Transaction that would result from a one basis point change in the relevant
          swap
          curve on such date, as determined by the Valuation Agent in good faith
          and in a
          commercially reasonable manner. The Valuation Agent shall, upon request
          of Party
          B, provide to Party B a statement showing in reasonable detail such
          calculation.

         

        “Exposure”
          has the
          meaning specified in Paragraph 12, except that after the word “Agreement” the
          words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
          deleted)” shall be inserted. 

         

        “Local
          Business Day”
means,
          for the purposes of this Annex: any day on which (A) commercial banks are
          open
          for business (including dealings in foreign exchange and foreign currency
          deposits) in New York and the location of Party A, Party B and any Custodian,
          and (B) in relation to a Transfer of Eligible Collateral, any day on which
          the
          clearance system agreed between the parties for the delivery of Eligible
          Collateral is open for acceptance and execution of settlement instructions
          (or
          in the case of a Transfer of Cash or other Eligible Collateral for which
          delivery is contemplated by other means a day on which commercial banks
          are open
          for business (including dealings in foreign exchange and foreign deposits)
          in
          New York and the location of Party A, Party B and any Custodian. 

         

        “Moody’s
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                    occurred and has been continuing (x) for at least 30 Local Business
                    Days
                    or (y), since this Annex was executed and (II) it is not the
                    case that a
                    Moody’s Second Trigger Ratings Event has occurred and been continuing
                    for
                    at least 30 Local Business Days, an amount equal to the greater
                    of (a)
                    zero and (b) the sum of (i) the Secured Party’s Exposure for such
                    Valuation Date and (ii) the sum, for each Transaction to which
                    this Annex
                    relates, of 

                


        

         

        the
          least
          of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01 for
          such Transaction and such Valuation Date and (y) the product of (i) Moody’s
          First Trigger Notional Amount Multiplier (ii) 250 and (iii) the Notional
          Amount
          for such Transaction for the Calculation Period which includes such Valuation
          Date;
          and
          (z)
          the
          product of (i) the applicable Moody’s First Trigger Factor set forth in Table 1
          (ii) 250 and (iii) the Notional Amount for such Transaction for the Calculation
          Period which includes such Valuation Date; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          First Trigger DV01 Multiplier”
          means
          25.

         

        “Moody’s
          First Trigger Value”
          means,
          on any Valuation Date with respect to any Eligible Collateral other than
          Cash,
          the product of bid price obtained by the Valuation Agent multiplied by
          the
          Moody’s First Trigger Valuation Percentage for such Eligible Collateral set
          forth in Paragraph 13(b)(ii.

         

        “Moody’s
          First Trigger Notional Amount Multiplier”
          means
          4%.

         

        “Moody’s
          Second Trigger Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of:

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Ratings Event has occurred and been continuing for at least 30
                    Local
                    Business Days, an amount equal to the greatest of (a) zero, (b)
                    the
                    aggregate amount of the Next Payments for all Next Payment Dates,
                    and (c)
                    the sum of (x) the Secured Party’s Exposure for such Valuation Date and
                    (y) the sum, for each Transaction to which this Annex relates,
                    of
                    

                


        

         

        (1)
          if
          such Transaction is not a Transaction-Specific Hedge, 

         

        the
          least
          of (x) the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
          such Transaction and such Valuation Date and (y) the product of (1) the
          Moody’s
          Second Trigger Notional Amount Multiplier (2) 250 and (3) the Notional
          Amount
          for such Transaction for the Calculation Period of such Transaction which
          includes such Valuation Date and (z) the product of (i) the applicable
          Moody’s
          Second Trigger Factor set forth in Table 2 (ii) 250 and (iii) the Notional
          Amount for such Transaction for the Calculation Period of such Transaction
          which
          includes such Valuation Date;
          or

         

        (2)
          if
          such Transaction is a Transaction-Specific Hedge, 

         

        the
          least
          of (x) the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
          Multiplier and DV01 for such Transaction and such date and (y) the product
          of
          (1) the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier (2) 250 and (3) the Notional Amount for such Transaction for
          the
          Calculation Period of such Transaction which includes such Valuation Date
          and
          (z) the product of (i) the applicable Moody’s Second Trigger Factor set forth in
          Table 3 (ii) 250 and (iii) the Notional Amount for such Transaction for
          the
          Calculation Period of such Transaction which includes such Valuation Date;
          or


         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second Trigger DV01 Multiplier”
          means
          60.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01
          Multiplier”
          means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier”
          means
          11%.

         

        “Moody’s
          Second Trigger Value”
          means,
          on any Valuation Date with respect to any Eligible Collateral other than
          Cash,
          the product of the bid price obtained by the Valuation Agent multiplied
          by the
          Moody’s Second Trigger Valuation Percentage for such Eligible Collateral set
          forth in Paragraph 13(b)(ii).

         

        “Moody’s
          Second Trigger Notional Amount Multiplier”
          means
          9%.

         

        “Next
          Payment”
          means,
          in respect of each Next Payment Date, the greater of (i) the amount of
          any
          payments due to be made by Party A under Section 2(a) on such Next Payment
          Date
          less any payments due to be made by Party B under Section 2(a) on such
          Next
          Payment Date (in each case, after giving effect to any applicable netting
          under
          Section 2(c)) and (ii) zero.

         

        “Next
          Payment Date”
          means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid.

         

        “Pricing
          Sources”
          means
          the sources of financial information commonly known as Bloomberg, Bridge
          Information Services, Data Resources Inc., Interactive Data Services,
          International Securities Market Association, Merrill Lynch Securities Pricing
          Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ
          Kenny,
          S&P and Telerate.

         

        “Remaining
          Weighted Average Maturity”
          means,
          with respect to a Transaction, the expected weighted average maturity for
          such
          Transaction as determined by the Valuation Agent.

         

        “S&P/DBRS
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Approved Ratings Threshold and the DBRS Approved Ratings Threshold.

         

        “S&P/DBRS
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of:

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) a S&P/DBRS Approved Ratings Event has
                    occurred and is continuing for at least 30 days or (ii) a S&P/DBRS
                    Required Ratings Downgrade Event has occurred and is continuing,
                    an amount
                    equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                    Valuation Date and (2) the sum, for each Transaction to which
                    this Annex
                    relates, of the product of (i) the Volatility Buffer for such
                    Transaction
                    (ii) 250 and (iii) the Notional Amount of such Transaction for
                    the
                    Calculation Period of such Transaction which includes such Valuation
                    Date,
                    or 

                


        

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “S&P/DBRS
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold and the DBRS Required Ratings Threshold.

         

        “S&P/DBRS
          Value”
          means,
          on any Valuation Date with respect to any Eligible Collateral other than
          Cash,
          the product of the (A) the bid price obtained by the Valuation Agent for
          such
          Eligible Collateral and (B) the S&P/DBRS Valuation Percentage for such
          Eligible Collateral set forth in paragraph 13(b)(ii).

         

        “Transaction
          Exposure”
          means,
          for any Transaction, Exposure determined as if such Transaction were the
          only
          Transaction between the Secured Party and the Pledgor.

         

        “Transaction-Specific
          Hedge” means
          any
          Transaction that is (i) an interest rate swap if (x) the notional amount
          of the
          interest rate swap is “balance guaranteed” or (y) the notional amount of the
          interest rate swap for any Calculation Period otherwise is not a specific
          dollar
          amount that is fixed at the inception of the Transaction or (ii) an interest
          rate cap, interest rate floor or interest rate swaption.

         

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P/DBRS Value, the Moody’s First
          Trigger Value, or the Moody’s Second Trigger Value with respect to any Eligible
          Collateral or Posted Collateral, the applicable S&P/DBRS Valuation
          Percentage, Moody’s First Trigger Valuation Percentage, or Moody’s Second
          Trigger Valuation Percentage for such Eligible Collateral or Posted Collateral,
          respectively, in each case as set forth in Paragraph 13(b)(ii).

         

        “Value”
          shall
          mean, in respect of any date, the related S&P/DBRS Value, the related
          Moody’s First Trigger Value, and the related Moody’s Second Trigger
          Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


         

        
          	
                   

                  The
                    higher of the S&P credit rating of (i) Party A and (ii) the Credit
                    Support Provider of Party A, if applicable

                	
                   

                  Remaining
                    Weighted Average Maturity 

                  up
                    to 3 years

                   

                	
                   

                  Remaining
                    Weighted Average Maturity

                  up
                    to 5 years

                   

                	
                   

                  Remaining
                    Weighted Average Maturity

                  up
                    to 10 years

                   

                	
                   

                  Remaining
                    Weighted Average Maturity

                  up
                    to 30 years

                   

                
	
                  At
                    least “A-2”

                	
                  2.75%

                	
                  3.25%

                	
                  4.00%

                	
                  4.75%

                
	
                  “A-3”

                	
                  3.25%

                	
                  4.00%

                	
                  5.00%

                	
                  6.25%

                
	
                  “BB+”
                    or
                    lower

                	
                  3.50%

                	
                  4.50%

                	
                  6.75%

                	
                  7.50%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Table
          1

         

        Moody’s
          First Trigger Factor

        (Weekly
          valuation)

         

        
          	
                  Remaining

                  Weighted
                    Average Life 

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.25%

                
	
                  More
                    than 1 but not more than 2

                	
                  0.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  0.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  1.00%

                
	
                  More
                    than 4 but not more than 5

                	
                  1.20%

                
	
                  More
                    than 5 but not more than 6

                	
                  1.40%

                
	
                  More
                    than 6 but not more than 7

                	
                  1.60%

                
	
                  More
                    than 7 but not more than 8

                	
                  1.80%

                
	
                  More
                    than 8 but not more than 9

                	
                  2.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  2.20%

                
	
                  More
                    than 10 but not more than 11

                	
                  2.30%

                
	
                  More
                    than 11 but not more than 12

                	
                  2.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  2.70%

                
	
                  More
                    than 13 but not more than 14

                	
                  2.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  3.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  3.20%

                
	
                  More
                    than 16 but not more than 17

                	
                  3.30%

                
	
                  More
                    than 17 but not more than 18

                	
                  3.50%

                
	
                  More
                    than 18 but not more than 19

                	
                  3.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  3.70%

                
	
                  More
                    than 20 but not more than 21

                	
                  3.90%

                
	
                  More
                    than 21 but not more than 22

                	
                  4.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  4.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  4.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  4.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  4.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  4.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  4.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  4.00%

                
	
                  More
                    than 29

                	
                  4.00%

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Table
          2


         

        Moody's
          Second Trigger Factor 

        (Weekly
          Valuation)

         

        
          	
                  Remaining

                  Weighted
                    Average Life 

                  of
                    Hedge in Years

                   

                	
                  Weekly

                  Collateral
                    

                  Posting

                   

                
	
                  1
                    or less

                	
                  0.60%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.20%

                
	
                  More
                    than 2 but not more than 3

                	
                  1.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.30%

                
	
                  More
                    than 4 but not more than 5

                	
                  2.80%

                
	
                  More
                    than 5 but not more than 6

                	
                  3.30%

                
	
                  More
                    than 6 but not more than 7

                	
                  3.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  4.30%

                
	
                  More
                    than 8 but not more than 9

                	
                  4.80%

                
	
                  More
                    than 9 but not more than 10

                	
                  5.30%

                
	
                  More
                    than 10 but not more than 11

                	
                  5.60%

                
	
                  More
                    than 11 but not more than 12

                	
                  6.00%

                
	
                  More
                    than 12 but not more than 13

                	
                  6.40%

                
	
                  More
                    than 13 but not more than 14

                	
                  6.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  7.20%

                
	
                  More
                    than 15 but not more than 16

                	
                  7.60%

                
	
                  More
                    than 16 but not more than 17

                	
                  7.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  8.30%

                
	
                  More
                    than 18 but not more than 19

                	
                  8.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  9.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  9.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  9.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  9.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  9.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  9.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  9.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  9.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  9.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  9.00%

                
	
                  More
                    than 29

                	
                  9.00%]

                


        

        


         

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        Table
          3

         

        Moody’s
          Second Trigger Factor for Transaction-Specific Hedges

        (weekly
          valuation)

         

        


         

        
          	
                  Remaining

                  Weighted
                    Average Life 

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.75%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  2.20%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.90%

                
	
                  More
                    than 4 but not more than 5

                	
                  3.60%

                
	
                  More
                    than 5 but not more than 6

                	
                  4.20%

                
	
                  More
                    than 6 but not more than 7

                	
                  4.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  5.40%

                
	
                  More
                    than 8 but not more than 9

                	
                  6.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  6.60%

                
	
                  More
                    than 10 but not more than 11

                	
                  7.00%

                
	
                  More
                    than 11 but not more than 12

                	
                  7.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  8.00%

                
	
                  More
                    than 13 but not more than 14

                	
                  8.50%

                
	
                  More
                    than 14 but not more than 15

                	
                  9.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  9.50%

                
	
                  More
                    than 16 but not more than 17

                	
                  9.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  10.40%

                
	
                  More
                    than 18 but not more than 19

                	
                  10.80%

                
	
                  More
                    than 19 but not more than 20

                	
                  11.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  11.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  11.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  11.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  11.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  11.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  11.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  11.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  11.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  11.00%

                
	
                  More
                    than 29

                	
                  11.00%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  Swiss
                    Re Financial Products Corporation

                   

                	
                  Citibank,
                    N.A., not in its individual capacity, but solely as cap trustee
                    for the
                    trust created pursuant to the Cap Administration Agreement with
                    respect to
                    the Citigroup Mortgage Loan Trust Inc., Mortgagee Pass-Through
                    Certificates, Series 2007-AHL1 

                   

                
	
                  By: _____________________________

                  Name
                    

                  Title:
                    

                  Date:
                    

                	
                  By: _____________________________ 

                  
                    Name
                      

                    Title:
                      

                    Date:
                      

                  

                   

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          A
          to ¶13(b)(ii)

         

        ELIGIBLE
          COLLATERAL and VALUATION PERCENTAGES

        (weekly
          valuation)

         

        
          	
                  ISDA
                    Collateral Asset Definition
                    (ICAD) Code 

                   

                	
                  Remaining
                    Maturity in Years

                   

                	
                  S&P

                  Valuation
                    

                  Percentage

                	
                  Moody’s

                  First
                    Trigger Valuation
                    Percentage

                   

                	
                  Moody’s

                  Second
                    Trigger

                  Valuation

                  Percentage

                   

                
	
                  (A)
                    US-CASH

                	
                  N/A

                	
                  100%

                	
                  100%

                	
                  100%

                
	
                   

                  (B)
                    US-TBILL

                  US-TNOTE

                  US-TBOND

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 
	 	
                  1
                    or less

                	
                  98.6%

                	
                  100%

                	
                  100%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  97.3%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  95.8%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  93.8%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  91.4%

                	
                  100%

                	
                  95%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  90.3%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  86.9%

                	
                  100%

                	
                  89%

                
	 	
                  More
                    than 20

                	
                  84.6%

                	
                  100%

                	
                  87%

                
	
                   

                  (C)
                    US-GNMA

                  US-FNMA

                  US-FHLMC

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  96.8%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  96.3%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  92.5%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  90.3%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  86.9%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  81.6%

                	
                  100%

                	
                  88%

                
	 	
                  More
                    than 20

                	
                  77.9%

                	
                  100%

                	
                  86%

                
	
                  Other
                    items not listed above

                	 	
                  0%

                	
                  0%

                	
                  0%

                


        

        


         

        The
          ISDA
          Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
          from
          the Collateral Asset Definitions (First Edition - June 2003) as published
          and
          copyrighted in 2003 by the International Swaps and Derivatives Association,
          Inc.

         

         



    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    EXHIBIT
      J

    


    FORM
      OF
      CAP ADMINISTRATION AGREEMENT

     

    

      CAP
        ADMINISTRATION AGREEMENT

       

      This
        Cap
        Administration Agreement, dated as of February 28, 2007 (this “Agreement”),
        among Citibank, N.A. (“Citibank”), as cap trustee for the cap trust (in such
        capacity, the “Cap Trustee”),
        as
        trust administrator (in such capacity, the “Trust Administrator”) and as cap
        administrator (in such capacity, the “Cap Administrator”) and Citigroup Global
        Markets Realty Corp. (“CGMRC”), as majority holder of the Class CE Certificates,
        or its designee.

       

      WHEREAS,
        the Cap Trustee, on behalf of a separate trust established hereunder which
        holds
        an Interest Rate Cap Contract (the “Cap Contract”), a copy of which is attached
        hereto as Exhibit A, between the Cap Trustee and Swiss Re Financial Products
        Corporation (the “Cap Provider”) is a counterparty to the Cap
        Contract;
        and

       

      WHEREAS,
        it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
        desires to accept such appointment, to receive and distribute funds payable
        by
        the Cap Provider to the Cap Trustee under the Cap Contract as provided herein;
        

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, the parties agree as follows: 

       

      1.  Definitions.
        Capitalized terms used but not otherwise defined herein shall have the
        respective meanings assigned thereto in the Pooling and Servicing Agreement,
        dated as of February 1, 2007 (the “Pooling and Servicing Agreement”), among
        Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A.,
        as
        servicer, the Trust Administrator and U.S. Bank National Association as trustee
        (the “Trustee”) relating to the Citigroup Mortgage Loan Trust 2007-AHL1 (the
“Trust”), Asset-Backed Pass-Through Certificates, Series 2007-AHL1 (the
“Certificates”), or in the related Indenture as the case may be, as in effect on
        the date hereof. 

       

      2.  Cap
        Trust.
        There
        is hereby established a separate trust (the “Cap Trust”), into which the Cap
        Trustee shall deposit the Cap Contract. The Cap Trust shall be maintained
        by the
        Cap Trustee and administered on its behalf by the Cap Administrator. The
        sole
        assets of the Cap Trust shall be the Cap Contract and the Cap Trust Account.
        For
        the avoidance of doubt, the parties hereto acknowledge and agree that all
        functions of the Cap Trustee hereunder shall be performed on its behalf by
        the
        Cap Administrator.

       

      3.  Cap
        Trustee.
        

       

      (a)  The
        Cap
        Trustee is hereby irrevocably appointed to receive all funds paid to the
        Cap
        Trustee by the Cap Provider under the Cap Contract (including any Cap
        Termination Payment) and the Cap Trustee accepts such appointment and hereby
        agrees to receive such amounts, deposit such amounts into the Cap Trust Account
        and to distribute on each Distribution Date such amounts in the following
        order
        of priority:

       

      (i)  first,
        for deposit into the Cap Account (established under the Pooling and Servicing
        Agreement), an amount equal to the aggregate amount required for distribution
        to
        the holders of the Floating Rate Certificates pursuant to Section 4.01(a)(b)(i)
        through 4.01(a)(b)(vi) of the Pooling and Servicing Agreement;

       

      (ii)  second,
        to CGMRC, as majority holder of the Class CE Certificates, or its designee,
        any
        amounts remaining after payment of (i) above, provided,
        however,
        upon the
        issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
        Class CE Certificates and the Class P Certificates (the “NIM Notes”), CGMRC, as
        majority holder of the Class CE Certificates, or its designee, hereby instructs
        the Cap Trustee to make any payments under this clause 3(a)(ii):

       

      (A)  to
        the
        Indenture Trustee for the Trust, for deposit into the Note Account (each
        as
        defined in the related Indenture), for distribution in accordance with the
        terms
        of the Indenture until satisfaction and discharge of the Indenture;
        and

       

      (B)  after
        satisfaction and discharge of the Indenture, to the Holders of the Class
        CE
        Certificates, pro
        rata
        based on
        the outstanding Notional Amount of each such Certificate.

       

      (b)  The
        Cap
        Trustee agrees to hold any amounts received from the Cap Provider in trust
        upon
        the terms and conditions and for the exclusive use and benefit of the Trust
        Administrator (in turn for the benefit of the Certificateholders, the
        Noteholders and CGMRC) as set forth herein. The rights, duties and liabilities
        of the Cap Trustee in respect of this Agreement shall be as
        follows:

       

      (i) The
        Cap
        Trustee shall have the full power and authority to do all things not
        inconsistent with the provisions of this Agreement that may be deemed advisable
        in order to enforce the provisions hereof. The Cap Trustee shall not be
        answerable or accountable except for its own bad faith, willful misconduct
        or
        negligence. The Cap Trustee shall not be required to take any action to exercise
        or enforce any of its rights or powers hereunder which, in the opinion of
        the
        Cap Trustee, shall be likely to involve expense or liability to the Cap Trustee,
        unless the Cap Trustee shall have received an agreement satisfactory to it
        in
        its sole discretion to indemnify it against such liability and
        expense.

       

      (ii) The
        Cap
        Trustee shall not be liable with respect to any action taken or omitted to
        be
        taken by it in good faith in accordance with the direction of any party hereto,
        or otherwise as provided herein, relating to the time, method and place of
        conducting any proceeding for any remedy available to the Cap Trustee or
        exercising any right or power conferred upon the Cap Trustee under this
        Agreement.

       

      (iii) The
        Cap
        Trustee may perform any duties hereunder either directly or by or through
        agents
        or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for
        the
        acts or omissions of its agents or attorneys so long as the Cap Trustee chose
        such Persons with due care.

       

      4.  Cap
        Trust Account.
        The Cap
        Trustee shall segregate and hold all funds received from the Cap Provider
        (including any Cap Termination Payment) separate and apart from any of its
        own
        funds and general assets and shall establish and maintain in the name of
        the Cap
        Trustee one or more segregated accounts (the “Cap Trust Account”).

       

      5.     
[Reserved].
        

       

      6.  Representations
        and Warranties of Citibank.
        Citibank represents and warrants as follows:

       

      (a)  Citibank
        is duly organized and validly existing as a national trust company under
        the
        laws of the United States and has all requisite power and authority to execute
        and deliver this Agreement and to perform its obligations as Cap Trustee
        hereunder.

       

      (b)  The
        execution, delivery and performance of this Agreement by Citibank as Cap
        Trustee
        have been duly authorized in the Pooling and Servicing Agreement.

       

      (c)  This
        Agreement has been duly executed and delivered by Citibank as Cap Trustee,
        Cap
        Administrator and Trust Administrator and is enforceable against Citibank
        in
        such capacities in accordance with its terms, except as enforceability may
        be
        affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
        moratorium and other similar laws relating to or affecting creditors’ rights
        generally, general equitable principles (whether considered in a proceeding
        in
        equity or at law).

       

      
        7.     
Replacement
          of Cap Trustee.
          

         

      

      Any
        corporation, bank, trust company or association into which the Cap Trustee
        may
        be merged or converted or with which it may be consolidated, or any corporation,
        bank, trust company or association resulting from any merger, conversion
        or
        consolidation to which the Cap Trustee shall be a party, or any corporation,
        bank, trust company or association succeeding to all or substantially all
        the
        corporate trust business of the Cap Trustee, shall be the successor of the
        Cap
        Trustee hereunder, without the execution or filing of any paper or any further
        act on the part of any of the parties hereto, except to the extent that
        assumption of its duties and obligations, as such, is not effected by operation
        of law.

       

      No
        resignation or removal of the Cap Trustee and no appointment of a successor
        Cap
        Trustee shall become effective until the appointment by CGMRC, as majority
        holder of the Class CE Certificates, or its designee, of a successor Cap
        Trustee. Any successor Cap Trustee shall execute such documents or instruments
        necessary or appropriate to vest in and confirm to such successor Cap Trustee
        all such rights and powers conferred by this Agreement.

       

      The
        Cap
        Trustee may resign at any time by giving written notice thereof to the other
        parties hereto. If a successor cap trustee shall not have accepted the
        appointment hereunder within 30 days after the giving by the resigning Cap
        Trustee of such notice of resignation, the resigning Cap Trustee may petition
        any court of competent jurisdiction for the appointment of a successor Cap
        Trustee.

       

      In
        the
        event of a resignation or removal of the Cap Trustee, CGMRC, as majority
        holder
        of the Class CE Certificates, or its designee, shall promptly appoint a
        successor Cap Trustee.

       

      
        
          8.      Cap
            Trustee Obligations.
            

           

        

      

      Whenever
        the Cap Trustee, as a party to the Cap Contract, has the option or is requested
        in such capacity, whether such request is by the Cap Provider, to take any
        action or to give any consent, approval or waiver that it is on behalf of
        the
        Cap Trust entitled to take or give in such capacity, including, without
        limitation, in connection with an amendment of such agreement or the occurrence
        of a default or termination event thereunder, the Cap Trustee shall promptly
        notify the parties hereto, of such request in such detail as is available
        to it
        and, shall, on behalf of the parties hereto, take such action in connection
        with
        the exercise and/or enforcement of any rights and/or remedies available to
        it in
        such capacity with respect to such request as CGMRC, as majority holder of
        the
        Class CE Certificates, or its designee, shall direct in writing; provided
        that
        if no such direction is received prior to the date that is established for
        taking such action or giving such consent, approval or waiver (notice of
        which
        date shall be given by the Cap Trustee to the parties hereto, if any), the
        Cap
        Trustee may abstain from taking such action or giving such consent, approval
        or
        waiver.

       

      The
        Cap
        Trustee shall forward to the parties hereto, on the Distribution Date following
        its receipt thereof copies of any and all notices, statements, reports and/or
        other material communications and information (collectively, the “Cap Reports”)
        that it receives in connection with the Cap Contract or from the counterparty
        thereto.

       

      
        
          9.     
Miscellaneous.
            

           

        

      

      (a)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York.

       

      (b)  Any
        action or proceeding against any of the parties hereto relating in any way
        to
        this Agreement may be brought and enforced in the courts of the State of
        New
        York sitting in the borough of Manhattan or of the United States District
        Court
        for the Southern District of New York and the Cap Trustee irrevocably submits
        to
        the jurisdiction of each such court in respect of any such action or proceeding.
        The Cap Trustee waives, to the fullest extent permitted by law, any right
        to
        remove any such action or proceeding by reason of improper venue or inconvenient
        forum.

       

      (c)  This
        Agreement may be amended, supplemented or modified in writing by the parties
        hereto, but only with the consent of CGMRC.

       

      (d)  This
        Agreement may not be assigned or transferred without the prior written consent
        of CGMRC and the NIMS Insurer, if any; provided, however, the parties hereto
        acknowledge and agree to the assignment of the rights of CGMRC, as majority
        holder of the Class CE Certificates, or its designee, pursuant to the Sale
        Agreement, the Trust Agreement and the Indenture.

       

      (e)  This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts (including by facsimile transmission), and
        all
        such counterparts taken together shall be deemed to constitute one and the
        same
        instrument.

       

      (f)  Any
        provision of this Agreement which is prohibited 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 shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      (g)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement. No act or omission
        on the
        part of any party hereto shall constitute a waiver of any such representation
        or
        warranty.

       

      (h)  The
        article and section headings herein are for convenience of reference only,
        and
        shall not limit or otherwise affect the meaning hereof.

       

      (i)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement. No act or omission
        on the
        part of any party hereto shall constitute a waiver of any such representation
        or
        warranty.

       

      10.  Third-Party
        Beneficiary.
        The
        Indenture Trustee, if any, shall be deemed a third-party beneficiary of this
        Agreement to the same extent as if it were a party hereto, and shall have
        the
        right to enforce the provisions of this Agreement.

       

      11.  Cap
        Trustee and Trustee Rights.
        The Cap
        Trustee and the Cap Administrator shall be entitled to the same rights,
        protections and indemnities afforded to the Trust Administrator under the
        Pooling and Servicing Agreement, as if specifically set forth herein with
        respect to the Cap Trustee and the Cap Administrator.

       

      12.  Limited
        Recourse.
        It is
        expressly understood and agreed by the parties hereto that this Agreement
        is
        executed and delivered by the Trust Administrator, not in its individual
        capacity but solely as Trust Administrator under the Pooling and Servicing
        Agreement. Notwithstanding any other provisions of this Agreement, the
        obligations of the Trust Administrator under this Agreement are non-recourse
        to
        the Trust Administrator, its assets and its property, and shall be payable
        solely from the assets of the Trust Fund, and following realization of such
        assets, any claims of any party hereto shall be extinguished and shall not
        thereafter be reinstated. No recourse shall be had against any principal,
        director, officer, employee, beneficiary, shareholder, partner, member, agent
        or
        affiliate of the Trust Administrator or any person owning, directly or
        indirectly, any legal or beneficial interest in the Trust Administrator,
        or any
        successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
        payment of any amount payable under this Agreement. The parties hereto shall
        not
        enforce the liability and obligations of the Trust Administrator to perform
        and
        observe the obligations contained in this Agreement by any action or proceeding
        wherein a money judgment establishing any personal liability shall be sought
        against the Trust Administrator, subject to the following sentence, or the
        Exculpated Parties. The agreements in this paragraph shall survive termination
        of this Agreement and the performance of all obligations hereunder.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered as of the day and year first above written. 

       

      


       

      
        	
                CITIGROUP
                  GLOBAL MARKETS REALTY CORP., as majority holder of the Class CE
                  Certificates

              

 

      
        	
                By:

              	 ______________________________________
	 	
                Name: 

              
	 	
                Title: 

              


      

      
         

        
          	
                  
                    
                      CITIBANK,
                        N.A., as Trust Administrator and as Cap
                        Administrator

                    

                  

                

 

        
          	
                  By:

                	 ______________________________________
	 	
                  Name: 

                
	 	
                  Title: 

                


        

         

         

        
          	
                  
                    CITIBANK,
                      N.A., as
                      Cap Trustee

                  

                

 

        
          	
                  By:

                	 ______________________________________
	 	
                  Name: 

                
	 	
                  Title: 

                


        

         

      

       

      
 


      
        
          
            
 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        A

       

      CAP
        AGREEMENT

       

      SEE
        EXHIBIT I TO POOLING AND SERVICING AGREEMENT

       

      


    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    SCHEDULE
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    As
      previously filed with the Securities and Exchange Commission on February 28,
      2007

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    Available
      upon request