Unassociated Document


     

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

     

    CITIMORTGAGE,
      INC.

    Master
      Servicer and Trust Administrator

     

    CITIBANK,
      N.A.

    Paying
      Agent, Certificate Registrar and Authenticating Agent

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    Trustee

     

    _________________________________________

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of November 1, 2006

    _________________________________________

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2006-AR9

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

    


    
      	
              ARTICLE
                I

              DEFINITIONS

               

            
	
              SECTION
                1.01

            	
              Defined
                Terms.

            
	
              SECTION
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

               

            
	
              ARTICLE
                II

              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

               

            
	
              SECTION
                2.01

            	
              Conveyance
                of Mortgage Loans.

            
	
              SECTION
                2.02

            	
              Acceptance
                of the Trust Fund by the Trustee.

            
	
              SECTION
                2.03

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

            
	
              SECTION
                2.04

            	
              Reserved.

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Master Servicer.

            
	
              SECTION
                2.06

            	
              Issuance
                of the Certificates.

            
	
              SECTION
                2.07

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

            
	
              SECTION
                2.08

            	
              Authorization
                to Enter into the Interest Rate Cap Agreement

               

            
	
              ARTICLE
                III

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3.01

            	
              Master
                Servicer to Act as Master Servicer.

            
	
              SECTION
                3.02

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

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Master Servicer.

            
	
              SECTION
                3.05

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

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trustee.

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09

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

            
	
              SECTION
                3.10

            	
              Collection
                Account and Distribution Account.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            
	
              SECTION
                3.12

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

            
	
              SECTION
                3.13

            	
              Maintenance
                of the Primary Mortgage Insurance Policies; Collections
                Thereunder.

            
	
              SECTION
                3.14

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

            
	
              SECTION
                3.15

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

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            
	
              SECTION
                3.20

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              Obligations
                of the Master Servicer in Respect of Monthly Payments.

               

            
	
              ARTICLE
                IV

              PAYMENTS
                TO CERTIFICATEHOLDERS

               

            
	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                4.03

            	
              Remittance
                Reports; P&I Advances.

            
	
              SECTION
                4.04

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            
	
              SECTION
                4.05

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                4.06

            	
              Commission
                Reporting.

            
	
              SECTION
                4.07

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.08

            	
              Cap
                Account

            
	
              SECTION
                4.09

            	
              Interest
                Rate Cap Collateral Account.

               

            
	
              ARTICLE
                V

              THE
                CERTIFICATES

               

            
	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Certain
                Available Information.

               

            
	
              ARTICLE
                VI

              THE
                DEPOSITOR AND THE MASTER SERVICER

               

            
	
              SECTION
                6.01

            	
              Liability
                of the Depositor and the Master Servicer.

            
	
              SECTION
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            
	
              SECTION
                6.03

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

            
	
              SECTION
                6.04

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              SECTION
                6.05

            	
              Rights
                of the Depositor in Respect of the Master Servicer.

            
	
              SECTION
                6.06

            	
              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

            	
              Master
                Servicer Events of Default.

            
	
              SECTION
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              SECTION
                7.03

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.04

            	
              Waiver
                of Master Servicer Events of Default.

            
	
              SECTION
                7.05

            	
              Interest
                Rate Cap Provider Event of Default

               

            
	
              ARTICLE
                VIII

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

               

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee, Trust Administrator and Others.

            
	
              SECTION
                8.02

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

            
	
              SECTION
                8.03

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

            
	
              SECTION
                8.04

            	
              Trustee,
                Trust Administrator and Others May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trustee’s,
                Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
                Registrar’s and Custodians’ Fees and Expenses.

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07

            	
              Resignation
                and Removal of the Trustee and the Trust Administrator.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee or Trust Administrator.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              SECTION
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11

            	
              [intentionally
                omitted]

            
	
              SECTION
                8.12

            	
              Appointment
                of Office or Agency.

            
	
              SECTION
                8.13

            	
              Representations
                and Warranties.

            
	
              SECTION
                8.14

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

            
	
              SECTION
                8.15

            	
              No
                Trustee Liability for Actions or Inactions of Custodians.

               

            
	
              ARTICLE
                IX

              TERMINATION

               

            
	
              SECTION
                9.01

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage Loans.

            
	
              SECTION
                9.02

            	
              Additional
                Termination Requirements.

               

            
	
              ARTICLE
                X

              REMIC
                PROVISIONS

               

            
	
              SECTION
                10.01

            	
              REMIC
                Administration.

            
	
              SECTION
                10.02

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                10.03

            	
              Master
                Servicer and Trust Administrator Indemnification.

               

            
	
              ARTICLE
                XI

              MISCELLANEOUS
                PROVISIONS

               

            
	
              SECTION
                11.01

            	
              Amendment.

            
	
              SECTION
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04

            	
              Governing
                Law.

            
	
              SECTION
                11.05

            	
              Notices.

            
	
              SECTION
                11.06

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07

            	
              Notice
                to Rating Agencies.

            
	
              SECTION
                11.08

            	
              Article
                and Section References.

            
	
              SECTION
                11.09

            	
              Grant
                of Security Interest.

            
	
              SECTION
                11.10

            	
              Intention
                of the Parties and Interpretation.

               

               

            
	
              EXHIBITS

               

            	 
	
              Exhibit
                A-1

            	
              Form
                of Class 1-A1 Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class 1-A2 Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class 1-A3 Certificate 

            
	
              Exhibit
                A-4

            	
              Form
                of Class 1-A4 Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class 1-M1 Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Class 1-M2 Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Class 1-M3 Certificate

            
	
              Exhibit
                A-8

            	
              Form
                of Class 1-M4 Certificate

            
	
              Exhibit
                A-9

            	
              Form
                of Class 1-CE Certificate

            
	
              Exhibit
                A-10

            	
              Form
                of Class 1-R Certificate

            
	
              Exhibit
                A-11

            	
              Form
                of Class 2-A Certificate

            
	
              Exhibit
                A-12

            	
              Form
                of Class 2-AIO Certificate 

            
	
              Exhibit
                A-13

            	
              Form
                of Class 2-BIO Certificate 

            
	
              Exhibit
                A-14

            	
              Form
                of Class 2-B1 Certificate 

            
	
              Exhibit
                A-15

            	
              Form
                of Class 2-B2 Certificate

            
	
              Exhibit
                A-16

            	
              Form
                of Class 2-B3 Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class 2-B4 Certificate 

            
	
              Exhibit
                A-18

            	
              Form
                of Class 2-B5 Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class 2-B6 Certificate

            
	
              Exhibit
                A-20

            	
              Form
                of Class 2-R Certificate 

            
	
              Exhibit
                B

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

            
	
              Exhibit
                C

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance

            
	
              Exhibit
                D

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

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

            
	
              Exhibit
                F-2

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

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H

            	
              Form
                of Master Servicer Certification 

            
	
              Exhibit
                I

            	
              Form
                of Back-up Certification

            
	
              Exhibit
                J

            	
              Form
                of Interest Rate Cap Agreement

            
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement, is dated and effective as of November 1, 2006,
      among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC.,
      as
      Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent,
      Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL
      ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

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

     

    REMIC
      I-A

     

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


    


    
      	
              Designation

            	 	
              REMIC
                I-A Remittance Rate

            	 	
              Initial
                Uncertificated Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              LT-AA

            	 	
              (2)

            	 	
              $

            	
              403,237,632.49
                

            	 	
              November
                2036

            
	
              LT-1A1

            	 	
              (2)

            	 	
              $

            	
              1,746,540.00
                

            	 	
              November
                2036

            
	
              LT-1A2

            	 	
              (2)

            	 	
              $

            	
              1,080,410.00
                

            	 	
              November
                2036

            
	
              LT-1A3

            	 	
              (2)

            	 	
              $

            	
              665,170.00
                

            	 	
              November
                2036

            
	
              LT-1A4

            	 	
              (2)

            	 	
              $

            	
              388,010.00
                

            	 	
              November
                2036

            
	
              LT-1M1

            	 	
              (2)

            	 	
              $

            	
              94,630.00
                

            	 	
              November
                2036

            
	
              LT-1M2

            	 	
              (2)

            	 	
              $

            	
              61,720.00
                

            	 	
              November
                2036

            
	
              LT-1M3

            	 	
              (2)

            	 	
              $

            	
              24,690.00
                

            	 	
              November
                2036

            
	
              LT-1M4

            	 	
              (2)

            	 	
              $

            	
              20,580.00
                

            	 	
              November
                2036

            
	
              LT-ZZ

            	 	
              (2)

            	 	
              $

            	
              4,147,589.44
                

            	 	
              November
                2036

            


    

    


    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      I-B

     

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

     

    
      	
              Designation

            	 	
              Pass-Through

              Rate

            	 	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            


    

    


    
      	
              Class
                1-A1

            	 	
              Variable
                (2)

            	 	
              $

            	
              174,654,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-A2

            	 	
              Variable
                (2)

            	 	
              $

            	
              108,041,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-A3

            	 	
              Variable
                (2)

            	 	
              $

            	
              66,517,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-A4

            	 	
              Variable
                (2)

            	 	
              $

            	
              38,801,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-M1

            	 	
              Variable
                (2)

            	 	
              $

            	
              9,463,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-M2

            	 	
              Variable
                (2)

            	 	
              $

            	
              6,172,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-M3

            	 	
              Variable
                (2)

            	 	
              $

            	
              2,469,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-M4

            	 	
              Variable
                (2)

            	 	
              $

            	
              2,058,000.00
                

            	 	
              November
                2036

            
	
              Class
                1-CE 

            	 	
              Variable
                (2) (3)

            	 	
              $

            	
               3,291,971.93

            	 	
              November
                2036

            


    

    


    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                Class 1-CE Certificates will accrue interest at their variable
                Pass-Through Rate on the Notional Amount of the Class 1-CE Certificates
                outstanding from time to time which shall equal the aggregate
                Uncertificated Balance of the REMIC I-A Regular Interests. The Class
                1-CE
                Certificates will not accrue interest on their Certificate Principal
                Balance.

            


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    REMIC
      II-A

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Group 2 Mortgage Loans and certain other related
      assets subject to this Agreement as a REMIC (as defined herein) for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC II-A”. The Class R-IIA Residual Interest will be the sole class of
“residual interests” in REMIC II-A for purposes of the REMIC Provisions (as
      defined herein). The following table irrevocably sets forth the designation,
      the
      REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes
      of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for each of the REMIC II-A Regular Interests (as defined
      herein). None of the REMIC II-A Regular Interests will be
      certificated.

     

    
      	
              Designation

            	 	
              REMIC
                II-A

              Remittance
                Rate

            	 	
              Initial
                

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date

            
	
              LT-2A

            	 	
              (2)

            	 	
              $

            	
              214,785,000.00
                

            	 	
              November
                2036

            
	
              LT-2B1

            	 	
              (2)

            	 	
              $

            	
              5,000,000.00
                

            	 	
              November
                2036

            
	
              LT-2B2

            	 	
              (2)

            	 	
              $

            	
              2,500,000.00
                

            	 	
              November
                2036

            
	
              LT-2B3

            	 	
              (2)

            	 	
              $

            	
              1,591,000.00
                

            	 	
              November
                2036

            
	
              LT-2B4

            	 	
              (2)

            	 	
              $

            	
              2,273,000.00
                

            	 	
              November
                2036

            
	
              LT-2B5

            	 	
              (2)

            	 	
              $

            	
              568,000.00
                

            	 	
              November
                2036

            
	
              LT-2B6

            	 	
              (2)

            	 	
              $

            	
              568,607.00
                

            	 	
              November
                2036

            
	
              LT-R

            	 	
              (2)

            	 	
              $

            	
              100.61
                

            	 	
              November
                2036

            


    

     

    


    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    REMIC
      II-B

     

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

     

    
      	
              Designation

            	 	
              Pass-Through

              Rate

            	 	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            


    

    


    
      	
              Class
                2A

            	 	
              Variable
                (2) 

            	 	
              $

            	
              214,785,000.00

            	 	
              November
                2036

            
	
              Class
                2AIO

            	 	
              Variable
                (3) 

            	 	
              $

            	
              (3)

            	 	
              November
                2036

            
	
              Class
                2BIO

            	 	
              Variable
                (3) 

            	 	
              $

            	
              (3)

            	 	
              November
                2036

            
	
              Class
                2B1

            	 	
              Variable
                (2) 

            	 	
              $

            	
              5,000,000.00
                

            	 	
              November
                2036

            
	
              Class
                2B2

            	 	
              Variable
                (2) 

            	 	
              $

            	
              2,500,000.00
                

            	 	
              November
                2036

            
	
              Class
                2B3

            	 	
              Variable
                (2) 

            	 	
              $

            	
              1,591,000.00
                

            	 	
              November
                2036

            
	
              Class
                2B4

            	 	
              Variable
                (2) 

            	 	
              $

            	
              2,273,000.00
                

            	 	
              November
                2036

            
	
              Class
                2B5

            	 	
              Variable
                (2) 

            	 	
              $

            	
              568,000.00
                

            	 	
              November
                2036

            
	
              Class
                2B6

            	 	
              Variable
                (2) 

            	 	
              $

            	
              568,607.00
                

            	 	
              November
                2036

            
	
              Class
                2-R

            	 	
              Variable
                (2) 

            	 	
              $

            	
              100.61

            	 	
              November
                2036

            


    

    


    
      	
              (1)

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

               

            


    

    
      	
              (2)

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

            


    

     

    
      	
              (3)

            	
              These
                Classes of Certificates are Interest Only Certificates and shall
                not have
                Certificate Principal Balances. These Certificates shall accrue interest
                on the Notional Amount thereof. The Notional Amount of each of these
                Classes of Certificates will be calculated for each Distribution
                Date as
                set forth herein. 

            


    

    


     

    As
      of the
      Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal
      Balance equal to $411,466,971.93.
      As of the Cut-off Date, the Group 2 Mortgage Loans had an aggregate Scheduled
      Principal Balance equal to $227,285,706.61, and on the Closing Date, the
      Distribution Account contained $1.00, which shall be deemed principal with
      respect to Collateral Pool 2, plus one month’s interest thereon at the Net WAC
      Rate of the Group 2 Mortgage Loans. 

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating
      Agent, the Certificate Registrar and the Trustee agree as follows:

     

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	SECTION
              1.01  	
              Defined
                Terms.

            


    

     

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

     

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

     

    “Adjustment
      Amount”: With respect to Collateral Pool 2 and each anniversary of the Cut-off
      Date, an amount equal to the greatest of (i) 1.00% multiplied by the aggregate
      outstanding principal balance of the related Mortgage Loans, (ii) the aggregate
      outstanding principal balance of the related Mortgage Loans secured by Mortgaged
      Properties located in the California postal zip code area in which the highest
      percentage of related Mortgage Loans based on outstanding principal balance
      are
      located and (iii) two times the outstanding principal balance of the related
      Mortgage Loan having the largest outstanding principal balance, in each case
      as
      of such anniversary of the Cut-off Date.

     

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

     

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

     

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

     

    “Allocated
      Realized Loss Amount”: With respect to Collateral Pool 1 and any Distribution
      Date and any Class of Group 1 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 immediately preceding Distribution Date
      minus (y) the amount of any increase in the Certificate Principal Balance of
      such Class due to the receipt of Subsequent Recoveries as provided in Section
      4.01.


     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction wherein
      the related Mortgaged Property is located to reflect the record of sale of
      the
      Mortgage.

     

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

     

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

     

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

     

    “Bankruptcy
      Amount”: As of any date of determination, with respect to Collateral Pool 2, an
      amount equal to the excess, if any, of (A) $100,000.00 over (B) the aggregate
      amount of Bankruptcy Losses allocated solely to the Group 2 Class B Certificates
      in accordance with Section 4.04. 

     

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

     

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

     

    “Book-Entry
      Certificate”: Any Certificate registered in the name of the Depository or its
      nominee. Initially, the Book-Entry Certificates will be all Classes of the
      Certificates other than the Residual Certificates and
      the
      Class 1-CE Certificates.

     

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

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the State of New York, each state in which
      any
      Initial Sub-Servicer conducts its business, the State of Missouri, the State
      of
      Texas, the city in which the Corporate Trust Office of the Trustee or the
      Corporate Trust Office of the Paying Agent is located are authorized or
      obligated by law or executive order to be closed.

     

    “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”: The cap administration agreement, dated as of
      November 30, 2006 among the Cap Trustee, the Trust Administrator and Citigroup
      Global Markets Realty Corp.

    


    “Cap
      Administrator”: Citibank, N.A.

     

    “Cap
      Trust”: The
      cap
      trust established by the Cap Administration Agreement whereby 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.

     

    “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 Inc., Mortgage Pass-Through
      Certificates, Series 2006-AR9, issued under this Agreement.

     

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

     

    “Certificate
      Margin”: With respect to the Group 1 Offered Certificates and for purposes of
      the Marker Rate and the Maximum LT-ZZ Uncertificated Interest Deferral Amount,
      the specified REMIC I-A Regular Interest as follows:

     

    
      	
              Class

            	
              REMIC
                I-A Regular Interest

            	
              Certificate
                Margin

            
	 	 	
              (1)
                (%)

            	
              (2)
                (%)

            
	
              1-A1

            	
              LT-1A1

            	
              0.070%

            	
              0.140%

            
	
              1-A2

            	
              LT-1A2

            	
              0.170%

            	
              0.340%

            
	
              1-A3

            	
              LT-1A3

            	
              0.240%

            	
              0.480%

            
	
              1-A4

            	
              LT-1A4

            	
              0.240%

            	
              0.480%

            
	
              1-M1

            	
              LT-1M1

            	
              0.340%

            	
              0.510%

            
	
              1-M2

            	
              LT-1M1

            	
              0.470%

            	
              0.705%

            
	
              1-M3

            	
              LT-1M3

            	
              1.150%

            	
              1.725%

            
	
              1-M4

            	
              LT-1M4

            	
              1.250%

            	
              1.875%

            


    

    __________

    (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.

     

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

     

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

     

    “Certificate
      Principal Balance”: A Group 1 Certificate Principal Balance or Group 2
      Certificate Principal Balance. 

     

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

     

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

     

    “Citibank”:
      Citibank, N.A.

     

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

     

    “Class
      1-A1 Certificate”: Any one of the Class 1-A1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-A2 Certificate”: Any one of the Class 1-A2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-A3 Certificate”: Any one of the Class 1-A3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-A4 Certificate”: Any one of the Class 1-A4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-CE Certificate”: Any one of the Class 1-CE Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-M1 Certificate”: Any one of the Class 1-M1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-M1 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Group 1 Class A Certificates (after taking into account the distribution of
      the
      Group 1 Senior Principal Distribution Amount on such Distribution Date) and
      (ii)
      the Certificate Principal Balance of the Class 1-M1 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      93.20% and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate
      Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Group
      1
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      1-M2 Certificate”: Any one of the Class 1-M2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-M2 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Group 1 Class A Certificates (after taking into account the distribution of
      the
      Group 1 Senior Principal Distribution Amount on such Distribution Date), (ii)
      the Certificate Principal Balance of the Class 1-M1 Certificates (after taking
      into account the distribution of the Class 1-M1 Principal Distribution Amount
      on
      such Distribution Date) and (iii) the Certificate Principal Balance of the
      Class
      1-M2 Certificates immediately prior to such Distribution Date over (y) the
      lesser of (A) the product of (i) 96.20% and (ii) the aggregate Stated Principal
      Balance of the Group 1 Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the Group
      1
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Group 1 Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      1-M3 Certificate”: Any one of the Class 1-M3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-M3 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Group 1 Class A Certificates (after taking into account the distribution of
      the
      Group 1 Senior Principal Distribution Amount on such Distribution Date), (ii)
      the Certificate Principal Balance of the Class 1-M1 Certificates (after taking
      into account the distribution of the Class 1-M1 Principal Distribution Amount
      on
      such Distribution Date), (iii) the Certificate Principal Balance of the Class
      1-M2 Certificates (after taking into account the distribution of the Class
      1-M2
      Principal Distribution Amount on such Distribution Date) and (iv) the
      Certificate Principal Balance of the Class 1-M3 Certificates immediately prior
      to such Distribution Date over (y) the lesser of (A) the product of (i) 97.40%
      and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the excess, if any, of (i) the aggregate
      Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Group
      1
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      1-M4 Certificate”: Any one of the Class 1-M4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest
      in
      REMIC I-B for purposes of the REMIC Provisions.

     

    “Class
      1-M4 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Group 1 Class A Certificates (after taking into account the distribution of
      the
      Group 1 Senior Principal Distribution Amount on such Distribution Date), (ii)
      the Certificate Principal Balance of the Class 1-M1 Certificates (after taking
      into account the distribution of the Class 1-M1 Principal Distribution Amount
      on
      such Distribution Date), (iii) the Certificate Principal Balance of the Class
      1-M2 Certificates (after taking into account the distribution of the Class
      1-M2
      Principal Distribution Amount on such Distribution Date), (iv) the Certificate
      Principal Balance of the Class 1-M3 Certificates (after taking into account
      the
      distribution of the Class 1-M3 Principal Distribution Amount on such
      Distribution Date) and (v) the Certificate Principal Balance of the Class 1-M4
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 98.40% and (ii) the aggregate Stated Principal Balance
      of
      the Group 1 Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) and (B) the excess,
      if
      any, of (i) the aggregate Stated Principal Balance of the Group 1 Mortgage
      Loans
      as of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal
      Balance of the Group 1 Mortgage Loans as of the Cut-off Date.

     

    “Class
      1-R Certificate”: Any
      one
      of the Class 1-R Certificates executed by the Paying Agent and authenticated
      and
      delivered by the Authenticating Agent, substantially in the form annexed hereto
      as Exhibit A-10 and evidencing the ownership of the Class R-IA Residual Interest
      and the Class R-IB Residual Interest.

     

    “Class
      2-A Certificate”: Any one of the Class 2-A Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest
      in
      REMIC II-B for purposes of the REMIC Provisions.

     

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

     

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

     

    “Class
      2-B1 Certificate”: Any one of the Class 2-B1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest
      in
      REMIC II-B for purposes of the REMIC Provisions.

     

    “Class
      2-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed
      as a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2-B1 Certificates immediately prior
      to such date over the aggregate amount, if any, payable to the Holders of the
      Class 2-B1 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
      and the
      denominator of which is the excess, if any, of the aggregate of the Certificate
      Principal Balances of the Group 2 Subordinate Certificates immediately prior
      to
      such date over the aggregate amount, if any, payable to the Holders of the
      Group
      2 Subordinate Certificates on such date pursuant to Section
      4.01(II)(b)(1)(Z).

     

    “Class
      2-B2 Certificate”: Any one of the Class 2-B2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-15 and
      evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
      Provisions.

     

    “Class
      2-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed
      as a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2-B2 Certificates immediately prior
      to such date over the aggregate amount, if any, payable to the Holders of the
      Class 2-B2 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
      and
      the denominator of which is the excess, if any, of the aggregate of the
      Certificate Principal Balances of the Group 2 Subordinate Certificates
      immediately prior to such date over the aggregate amount, if any, payable to
      the
      Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
      4.01(II)(b)(1)(Z).

     

    “Class
      2-B3 Certificate”: Any one of the Class 2-B3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest
      in
      REMIC II-B for purposes of the REMIC Provisions.

     

    “Class
      2-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed
      as a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2-B3 Certificates immediately prior
      to such date over the aggregate amount, if any, payable to the Holders of the
      Class 2-B3 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
      and
      the denominator of which is the excess, if any, of the aggregate of the
      Certificate Principal Balances of the Group 2 Subordinate Certificates
      immediately prior to such date over the aggregate amount, if any, payable to
      the
      Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
      4.01(II)(b)(1)(Z).

     

    “Class
      2-B4 Certificate”: Any one of the Class 2-B4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest
      in
      REMIC II-B for purposes of the REMIC Provisions.

     

    “Class
      2-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed
      as a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2-B4 Certificates immediately prior
      to such date over the aggregate amount, if any, payable to the Holders of the
      Class 2-B4 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
      and
      the denominator of which is the excess, if any, of the aggregate of the
      Certificate Principal Balances of the Group 2 Subordinate Certificates
      immediately prior to such date over the aggregate amount, if any, payable to
      the
      Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
      4.01(II)(b)(1)(Z).

     

    “Class
      2-B5 Certificate”: Any one of the Class 2-B5 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-18 and evidencing a Regular Interest
      in
      REMIC II-B for purposes of the REMIC Provisions.

     

    “Class
      2-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed
      as a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2-B5 Certificates immediately prior
      to such date over the aggregate amount, if any, payable to the Holders of the
      Class 2-B5 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
      and
      the denominator of which is the excess, if any, of the aggregate of the
      Certificate Principal Balances of the Group 2 Subordinate Certificates
      immediately prior to such date over the aggregate amount, if any, payable to
      the
      Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
      4.01(II)(b)(1)(Z).

     

    “Class
      2-B6 Certificate”: Any one of the Class 2-B6 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest
      in
      REMIC II-B for purposes of the REMIC Provisions.

     

    “Class
      2-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed
      as a percentage, the numerator of which is the excess, if any, of the aggregate
      Certificate Principal Balance of the Class 2-B6 Certificates immediately prior
      to such date over the aggregate amount, if any, payable to the Holders of the
      Class 2-B6 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
      and
      the denominator of which is the excess, if any, of the aggregate of the
      Certificate Principal Balances of the Group 2 Subordinate Certificates
      immediately prior to such date over the aggregate amount, if any, payable to
      the
      Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
      4.01(II)(b)(1)(Z).

     

    “Class
      2-R Certificate”: Any one of the Class 2-R Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-20 and evidencing the ownership of
      the
      Class R-IIA Residual Interest and the Class R-IIB Residual
      Interest.

     

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

     

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

     

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

     

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


     

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

     

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

     

    “Closing
      Date”: November 30, 2006.

     

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

     

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

     

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

     

    “Collateral
      Pool 2”: The Group 2 Mortgage Loans.

     

    “Collection
      Account”: The account or accounts created and maintained by the Master Servicer
      pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as
      Master Servicer for U.S. Bank National Association, as Trustee, in trust for
      the
      registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
      Certificates, Series 2006-AR9.” The Collection Account must be an Eligible
      Account.

     

    “Commission”:
      The Securities and Exchange Commission. 

     

    “Compensating
      Interest Payment”: With respect to Collateral Pool 1 or Collateral Pool 2 and
      the Mortgage Loans in such Collateral Pool and any prepayments in full or in
      part, any
      shortfall in interest collections for the related Certificates attributable
      to
      such prepayments, not to exceed an
      amount
      which, when added to all amounts allocable to interest received in connection
      with such prepayment, equals one month’s interest on the amount of principal so
      prepaid at the related mortgage rate net of the related servicing fee rate
      (as
      set forth in the applicable Initial Sub-Servicing Agreement), but not more
      than
      the aggregate amount of the Servicing Fees for the related Due Period with
      respect to the Mortgage Loans in such Collateral Pool.

     

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

     

    “Corresponding
      Certificate”: With
      respect to each REMIC I-A Regular Interest (other than REMIC I-A
      Regular Interest LT-AA and REMIC I-A
      Regular Interest LTZZ),
      as
      follows:

     

    
      	
              REMIC
                I-A Regular Interest

            	
              Class

            
	
              REMIC
                I-A Regular Interest LT-1A1

            	
              1-A1

            
	
              REMIC
                I-A Regular Interest LT-1A2

            	
              1-A2

            
	
              REMIC
                I-A Regular Interest LT-1A3

            	
              1-A3

            
	
              REMIC
                I-A Regular Interest LT-1A4

            	
              1-A4

            
	
              REMIC
                I-A Regular Interest LT-1M1

            	
              1-M1

            
	
              REMIC
                I-A Regular Interest LT-1M2

            	
              1-M2

            
	
              REMIC
                I-A Regular Interest LT-1M3

            	
              1-M3

            
	
              REMIC
                I-A Regular Interest LT-1M4

            	
              1-M4

            


    

    


     

    With
      respect to each REMIC II-A Regular Interest listed
      below, as follows:

     

    
      	
              REMIC
                II-A Regular Interest

            	
              Class

            
	
              REMIC
                II-A Regular Interest LT-2A

            	
              2A

            
	
              REMIC
                II-A Regular Interest LT-2B1

            	
              2B1

            
	
              REMIC
                II-A Regular Interest LT-2B2

            	
              2B2

            
	
              REMIC
                II-A Regular Interest LT-2B3

            	
              2B3

            
	
              REMIC
                II-A Regular Interest LT-2B4

            	
              2B4

            
	
              REMIC
                II-A Regular Interest LT-2B5

            	
              2B5

            
	
              REMIC
                II-A Regular Interest LT-2B6

            	
              2B6

            


    

    


     

    


    “Credit
      Risk Manager”: Clayton Fixed Income Services Inc., formerly known as The
      Murrayhill Company, a Colorado corporation, and its successors and
      assigns.

     

    “Credit
      Risk Management Agreement”: The agreement between the Credit Risk Manager and
      the Initial Sub-Servicer regarding the loss mitigation and advisory services
      to
      be provided by the Credit Risk Manager with respect to the Group 1 Mortgage
      Loans. 

     

    “Credit
      Risk Manager Fee”: With respect to any Distribution Date and each Mortgage Loan
      in Collateral Pool 1, an amount equal to the Credit Risk Manager Fee Rate
      accrued for one month on the aggregate Stated Principal Balance of such Mortgage
      Loans as of the first day of the related Due Period.

     

    “Credit
      Risk Manager Fee Rate”: 0.0075% per annum.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Delinquency
      Percentage”: With respect to Collateral Pool 1, 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 Group 1 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 Group 1 Mortgage Loans and related
      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 Paying Agent, that (a) is incorporated under the laws of the United
      States of America or any State thereof, (b) is subject to supervision and
      examination by federal or state banking authorities and (c) has, or is a
      subsidiary of a holding company that has, an outstanding unsecured commercial
      paper or other short-term unsecured debt obligations that are rated in the
      highest rating category by at least two of the Rating Agencies (or a comparable
      rating if S&P, Fitch and Moody’s are not the Rating Agencies).

     

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

     

    “Determination
      Date”: With respect to each Distribution Date, the 18th day of the calendar
      month in which such Distribution Date occurs or, if such 18th day is not a
      Business Day, the Business Day immediately following such 18th
      day;
      provided, however, that with respect to each Distribution Date and any Mortgage
      Loans subject to an Initial Sub-Servicing Agreement, the Determination Date
      shall be the date, relating to such Distribution Date, after which any Monthly
      Payments received are not reported by the Sub-Servicer as having been received
      for inclusion in the amounts remitted by such Sub-Servicer on the related
      remittance date under the Sub-Servicing Agreement in respect of Monthly Payments
      on the related Mortgage Loans.

     

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

     

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

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Paying
      Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as
      Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan
      Trust Inc., Mortgage Pass- Through Certificates, Series 2006-AR9.” 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 December
      2006.

     

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

     

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

     

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

     

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

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC or (iii) a trust account or accounts maintained with the corporate
      trust department of a federal or state chartered depository institution or
      trust
      company acting in its fiduciary capacity. Eligible Accounts may bear
      interest.

     

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

     

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

     

    “Excess
      Bankruptcy Loss”: With respect to Collateral Pool 2, any Bankruptcy Loss, or
      portion thereof, which exceeds the then applicable Bankruptcy
      Amount.

     

    “Excess
      Fraud Loss”: With respect to Collateral Pool 2, any Fraud Loss, or portion
      thereof, which exceeds the then applicable Fraud Loss Amount.

     

    “Excess
      Loss”: With respect to Collateral Pool 2, any Excess Bankruptcy Loss, Excess
      Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

     

    “Excess
      Overcollateralized Amount”: With respect to the Group 1 Offered 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.

     

    “Excess
      Special Hazard Loss”: With respect to Collateral Pool 2, any Special Hazard
      Loss, or portion thereof, that exceeds the then applicable Special Hazard
      Amount. 

     

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

     

    “Expense
      Adjusted 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
      applicable Servicing Fee Rate and, if such Mortgage Loan is included in
      Collateral Pool 1, the Credit Risk Manager Fee Rate and, if such Mortgage Loan
      has lender-paid primary mortgage insurance, the applicable premium
      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 applicable
      Servicing Fee Rate and, if such Mortgage Loan is included in Collateral Pool
      1,
      the Credit Risk Manager Fee Rate and, if such Mortgage Loan has lender-paid
      primary mortgage insurance, the applicable premium rate.

     

    “Extraordinary
      Loss”: With respect to Collateral Pool 2, any Realized Loss or portion thereof
      caused by or resulting from:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by the Seller,
      the Depositor or the Master Servicer pursuant to or as contemplated by Section
      2.03, Section 3.16(c) or Section 9.01), a determination made by the Master
      Servicer that all Liquidation Proceeds have been recovered. The Master Servicer
      shall maintain records of each Final Recovery Determination made
      thereby.

     

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

     

    “Formula
      Rate”: With
      respect to any Distribution Date and each Class of Group 1 Offered Certificates,
      the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
      the Maximum Cap Rate.

     

    “Fraud
      Loss”: With respect to Collateral Pool 2, any Realized Loss or portion thereof
      sustained by reason of a default arising from intentional fraud, dishonesty
      or
      misrepresentation in connection with the related Mortgage Loan, including by
      reason of the denial of coverage under any related Primary Mortgage Insurance
      Policy because of fraud, dishonesty or misrepresentation.

     

    “Fraud
      Loss Amount”: With respect to Collateral Pool 2, as of any date of determination
      after the Cut-off Date, an amount equal to: (X) prior to the second anniversary
      of the Cut-off Date, 2.00% of the aggregate outstanding principal balance of
      the
      Group 2 Mortgage Loans as of the Cut-off Date minus the aggregate amount of
      Fraud Losses on the Group 2 Mortgage Loans allocated solely to the related
      Subordinate Certificates in accordance with Section 4.04 since the Cut-off
      Date
      up to such date of determination and (Y) from the second anniversary of the
      Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the
      lesser of (a) the related Fraud Loss Amount as of the most recent anniversary
      of
      the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance
      of
      the Group 2 Mortgage Loans as of the most recent anniversary of the Cut-off
      Date
      minus (2) the Fraud Losses on the Group 2 Mortgage Loans allocated solely to
      the
      related Subordinate Certificates in accordance with Section 4.04 since the
      most
      recent anniversary of the Cut-off Date up to such date of determination On
      and
      after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with
      respect to Collateral Pool 2 shall be zero. In addition, after the Certificate
      Principal Balances of the related Subordinate Certificates are reduced to zero,
      the Fraud Loss Amount with respect to Collateral Pool 2 shall be
      zero.

     

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

     

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

     

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

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Due Period in
      connection with the foreclosure of a Mortgage Loan in Collateral Pool 1 exceeds
      the outstanding principal balance of such Mortgage Loan, such amounts shall
      be
      included in the Group 1 Available Distribution Amount only to the extent of
      Realized Losses incurred during the related Due Period with respect to Mortgage
      Loans in Collateral Pool 1 and the remainder will be held in a reserve fund
      established by or on behalf of the Trust Administrator in order to offset any
      future Realized Losses incurred. 

     

    “Group
      1
      Certificate Principal Balance”: With respect to any Group 1 Offered Certificate
      as of any date of determination, the Certificate Principal Balance of such
      Group
      1 Offered Certificate on the Distribution Date immediately prior to such date
      of
      determination plus any Subsequent Recoveries added to the Certificate Principal
      Balance of such Group 1 Offered Certificate pursuant to Section 4.01, minus
      all
      distributions allocable to principal made thereon and, in the case of the Group
      1 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 Group 1 Certificate, as stated on the face thereof). With respect to
      the
      Class 1-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-A Regular Interests
      over (B) the then aggregate Certificate Principal Balance of the Group 1 Offered
      Certificates then outstanding. The Certificate Principal Balance of any Class
      of
      Group 1 Certificates as of any date of determination is equal to the aggregate
      of the Certificate Principal Balances of the Group 1 Certificates of such Class.
      

     

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

     

    “Group
      1
      Class A Certificates”: The
      Class
      1-A1 Certificates, Class 1-A2 Certificates, Class 1-A3 Certificates and Class
      1-A4 Certificates. 

     

    “Group
      1
      Interest Accrual Period”: With respect to any Distribution Date and any Class of
      Group 1 Offered 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 preceding such Distribution Date. With respect to any
      Distribution Date and the Class 1-CE Certificates and the REMIC I-A Regular
      Interests, the one-month period ending on the last day of the calendar month
      preceding the month in which such Distribution Date occurs. All distributions
      of
      interest on the Group 1 Offered Certificates shall be calculated on the basis
      of
      a 360-day year and the actual number of days in the applicable Group 1 Interest
      Accrual Period. All distributions of interest on the Class 1-CE Certificates
      shall be calculated on the basis of a 360-day year consisting of twelve 30-day
      Group 1 Interest Accrual Periods.

     

    “Group
      1
      Mezzanine Certificates”: The Class 1-M1 Certificates, the Class 1-M2
      Certificates, the Class 1-M3 Certificates and the Class 1-M-4
      Certificates.

     

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

     

    “Group
      1
      Net WAC Rate”: The Group 1 Net WAC Rate for any Distribution Date, a per annum
      rate equal to the product of (x) the weighted average of the Expense Adjusted
      Mortgage Rates of the Group 1 Mortgage Loans, weighted on the basis of the
      outstanding Stated Principal Balances of the Group 1 Mortgage Loans as of the
      first day of the related Due Period (after giving effect to scheduled payments
      of principal due during the Due Period including such first day, to the extent
      received or advanced, and unscheduled collections of principal distributed
      on
      the prior Distribution Date) 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 equivalent of
      the
      foregoing shall be expresses as the weighted average of the REMIC I-A Remittance
      Rate on the REMIC I-A Regular Interests, weighted on the basis of the
      Uncertificated Balance of each such REMIC I-A Regular Interest.

     

    “Group
      1
      Offered Certificates”: The Group 1 Senior Certificates and the Group 1 Mezzanine
      Certificates.

     

    “Group
      1
      Realized Loss”: With respect to each Group 1 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 Group 1 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 Group 1 Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of such Group 1 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 Group 1 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 Group 1 Mortgage
      Loan prior to the date such Final Recovery Determination was made, net of
      amounts that are payable therefrom to the Master Servicer with respect to such
      Group 1 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 Group 1 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
      Group
      1 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 Group 1 Mortgage
      Loan and (B) on a principal amount equal to the Stated Principal Balance of
      the
      related Group 1 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 Group 1 Mortgage Loan pursuant to Section 3.11(a)(ix)
      and
      Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by
      the
      Master Servicer in respect of such REO Property or the related Group 1 Mortgage
      Loan (without duplication of amounts netted out of the rental income, Insurance
      Proceeds and Liquidation Proceeds described in clause (vi) below) and any unpaid
      Servicing Fees for which the Master Servicer has been or, in connection with
      such Final Recovery Determination, will be reimbursed pursuant to Section
      3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and
      Liquidation Proceeds received in respect of such REO Property, minus (v) the
      total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Distribution
      Account pursuant to Section 3.23.

     

    With
      respect to each Group 1 Mortgage Loan which has become the subject of a
      Deficient Valuation, the difference between the principal balance of the Group
      1
      Mortgage Loan outstanding immediately prior to such Deficient Valuation and
      the
      principal balance of the Group 1 Mortgage Loan as reduced by the Deficient
      Valuation.

     

    With
      respect to each Group 1 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.

     

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

     

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

     

    “Group
      1
      Senior Principal Distribution Amount”: With respect to the Group 1 Senior
      Certificates and any Distribution Date, the excess of (x) the aggregate
      Certificate Principal Balance of the Group 1 Class A Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      88.60% and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate
      Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Group
      1
      Mortgage Loans as of the Cut-off Date.

     

    “Group
      1
      Subordinate Certificates”: The Group 1 Mezzanine Certificates and the Class 1-CE
      Certificates.

     

    “Group
      1
      Trigger Event”: A Group 1 Trigger Event for Collateral Pool 1 is in effect on
      any Distribution Date on or after the Stepdown Date if:

     

    (a) the
      Delinquency Percentage exceeds 40.00% 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 Prepayment Period (reduced by the aggregate amount
      of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Prepayment Period) divided by aggregate Stated Principal Balance
      of
      the Group 1 Mortgage Loans as of the Cut-off Date exceeds the applicable
      percentages set forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              December
                2008 through November 2009

            	
              0.20%

            
	
              December
                2009 through November 2010

            	
              0.45%

            
	
              December
                2010 through November 2011

            	
              0.75%

            
	
              December
                2011 through November 2012

            	
              1.10%

            
	
              December
                2012 and thereafter

            	
              1.30%

            


    

     

     

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

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Due Period in
      connection with the foreclosure of a Mortgage Loan in Collateral Pool 2 exceeds
      the outstanding principal balance of such Mortgage Loan, such amounts shall
      be
      included in the Group 2 Available Distribution Amount only to the extent of
      Realized Losses incurred during the related Due Period with respect to Mortgage
      Loans in Collateral Pool 2 and the remainder will be held in a reserve fund
      established by or on behalf of the Trust Administrator in order to offset any
      future Realized Losses incurred.

     

    “Group
      2
      Certificate Principal Balance”: With respect to any Group 2 Certificate (other
      than an Interest Only Certificate) as of any date of determination, the
      Certificate Principal Balance of such Group 2 Certificate on the Distribution
      Date immediately prior to such date of determination plus any Subsequent
      Recoveries added to the Certificate Principal Balance of such Group 2
      Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all
      distributions of principal made thereon on such immediately prior Distribution
      Date and (b) without duplication of amounts described in clause (a) above,
      reductions in the Certificate Principal Balance thereof in connection with
      allocations thereto of Realized Losses on the Group 2 Mortgage Loans and
      Extraordinary Trust Fund Expenses on the Group 2 Mortgage Loans on such
      immediately prior Distribution Date (or, in the case of any date of
      determination up to and including the initial Distribution Date, the initial
      Certificate Principal Balance of such Certificate, as stated on the face
      thereof). The Certificate Principal Balance of any Class of Group 2 Certificates
      (other than an Interest Only Certificate) as of any date of determination is
      equal to the aggregate of the Certificate Principal Balances of the Group 2
      Certificates of such Class. Notwithstanding any of the foregoing, the
      Certificate Principal Balance of a Group 2 Subordinate Certificate of the Class
      of Group 2 Subordinate Certificates relating to Collateral Pool 2 outstanding
      with the highest numerical designation at any given time shall not be greater
      than the Percentage Interest evidenced by such Group 2 Certificate multiplied
      by
      the excess, if any, of (A) the then aggregate Stated Principal Balance of the
      Group 2 Mortgage Loans in Collateral Pool 2 over (B) the then aggregate
      Certificate Principal Balances of all other Classes of Group 2 Certificates
      (other than any Class of Interest Only Certificates) then
      outstanding.

     

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

     

    “Group
      2
      Class A Certificates”: The Class 2-A Certificates.

     

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

     

    “Group
      2
      Interest Accrual Period”: With respect to any Distribution Date and any Class of
      Group 2 Certificates, the calendar month preceding the month in which the
      Distribution Date occurs, and each such Group 2 Interest Accrual Period shall
      be
      deemed to be 30 days regardless of its actual length. All
      distributions of interest on the Group 2 Certificates will be based on a 360-day
      year consisting of twelve 30-day Group 2 Interest Accrual Periods. 

     

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

     

    “Group
      2
      Net WAC Rate”: The Group 2 Net WAC Rate for any Distribution Date, a per annum
      rate equal to the weighted average of the Expense Adjusted Mortgage Rates of
      the
      Group 2 Mortgage Loans, weighted on the basis of the outstanding Stated
      Principal Balances of the Group 2 Mortgage Loans as of the first day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the Due Period including such first day, to the extent received or
      advanced, and unscheduled collections of principal distributed on the prior
      Distribution Date). 

     

    “Group
      2
      Realized Loss”: With respect to each Group 2 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 Group 2 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 Group 2 Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of such Group 2 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 Group 2 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 Group 2 Mortgage
      Loan prior to the date such Final Recovery Determination was made, net of
      amounts that are payable therefrom to the Master Servicer with respect to such
      Group 2 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 Group 2 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
      Group
      2 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 Group 2 Mortgage
      Loan and (B) on a principal amount equal to the Stated Principal Balance of
      the
      related Group 2 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 Group 2 Mortgage Loan pursuant to Section 3.11(a)(ix)
      and
      Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by
      the
      Master Servicer in respect of such REO Property or the related Group 2 Mortgage
      Loan (without duplication of amounts netted out of the rental income, Insurance
      Proceeds and Liquidation Proceeds described in clause (vi) below) and any unpaid
      Servicing Fees for which the Master Servicer has been or, in connection with
      such Final Recovery Determination, will be reimbursed pursuant to Section
      3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and
      Liquidation Proceeds received in respect of such REO Property, minus (v) the
      total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Distribution
      Account pursuant to Section 3.23.

     

    With
      respect to each Group 2 Mortgage Loan which has become the subject of a
      Deficient Valuation, the difference between the Stated Principal Balance of
      the
      Group 2 Mortgage Loan outstanding immediately prior to such Deficient Valuation
      and the Stated Principal Balance of the Group 2 Mortgage Loan as reduced by
      the
      Deficient Valuation.

     

    With
      respect to each Group 2 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.

     

    “Group
      2
      Senior Certificates”: The Group 2 Class A Certificates, the Class 2-AIO
      Certificates and the Class 2-R Certificates.

     

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

     

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

     

    
      	
              Distribution
                Date

            	
              Group
                1 Senior Prepayment Percentage

            
	
              December
                2006 through November 2013

            	
              100%

            
	
              December
                2013 through November 2014

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

            
	
              December
                2014 through November 2015

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

            
	
              December
                2015 through November 2016

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

            
	
              December
                2016 through November 2017

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

            
	
              December
                2017 and thereafter

            	
              related
                Group 2 Senior Percentage

            


    

    


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

     

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

     

    Notwithstanding
      the above, if on any Distribution Date (a) the Group 2 Subordinate Percentage,
      prior to giving effect to any distributions on such Distribution Date, equals
      or
      exceeds two times the initial Group 2 Subordinate Percentage for Collateral
      Pool
      2 as of the Cut-Off Date, (b) the provisions of clause (i) of the second
      preceding paragraph are met and (c) (i) on or prior to the Distribution Date
      occurring in November 2009, cumulative Realized Losses on the Group 2 Mortgage
      Loans as of the end of the related Prepayment Period do not exceed 20% of the
      initial aggregate Certificate Principal Balance of the Group 2 Class B
      Certificates and (ii) after the Distribution Date occurring in November 2009,
      cumulative Realized Losses on the Group 2 Mortgage Loans as of the end of the
      Prepayment Period do not exceed 30% of the initial aggregate Certificate
      Principal Balance of the Group 2 Class B Certificates, then the Group 2 Senior
      Prepayment Percentage for such Distribution Date will equal the Group 2 Senior
      Percentage plus 50% of the Group 2 Subordinate Percentage for such Distribution
      Date, if such Distribution Date is prior to December 2009, and will equal the
      Group 2 Senior Percentage for such Distribution Date, if such Distribution
      Date
      occurs on or after December 2009.

     

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

     

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

     

    “Group
      2
      Senior Principal Distribution Amount”: For any Distribution Date and the Group 2
      Senior Certificates, an amount equal to the lesser of (i) the Group 2 Available
      Distribution Amount remaining after distribution of the related Senior Interest
      Distribution Amount and (ii) the sum of:

     

    (a) the
      product of (x) the then-applicable Group 2 Senior Percentage and (y) the sum
      of
      the following:

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              [reserved];

            


    

     

    
      	 	
              (v)

            	
              in
                connection with the substitution of one or more Qualified Substitute
                Mortgage Loans for one or more Deleted Mortgage Loans in Collateral
                Pool 2
                pursuant to Section 2.03 during the related Prepayment Period, the
                excess,
                if any, of (A) the aggregate of the Stated Principal Balances (calculated
                as of the respective dates of substitution) of such Deleted Mortgage
                Loans, net of the aggregate of the principal portions of the Monthly
                Payments due during the related Prepayment Period (to the extent
                received
                from the related Mortgagor or advanced by the related Servicer and
                distributed pursuant to Section 4.01 on the Distribution Date in
                the
                related Prepayment Period) in respect of each such Deleted Mortgage
                Loan
                that was replaced prior to the Distribution Date in the related Prepayment
                Period, over (B) the aggregate of the Stated Principal Balances
                (calculated as of the respective dates of substitution) of such Qualified
                Substitute Mortgage Loans; 

            


    

     

    (b) the
      product of (x) the then-applicable Group 2 Senior Prepayment Percentage and
      (y)
      all Principal Prepayments received in respect of the related Mortgage Loans
      during the related Prepayment Period; 

     

    (c) with
      respect to any related Mortgage Loan which was the subject of a Final Recovery
      Determination in the related Prepayment Period, the lesser of (a) the
      then-applicable Group 2 Senior Prepayment Percentage multiplied by the net
      Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
      of
      such Mortgage Loan; and (b) the then-applicable Group 2 Senior Percentage
      multiplied by the Scheduled Principal Balance of the related Mortgage Loan
      at
      the time of such Final Recovery Determination; and

     

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

     

    “Group
      2
      Subordinate Certificates”: The Class 2-BIO Certificates and the Group 2 Class B
      Certificates.

     

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

     

    “Group
      2
      Subordinate Prepayment Percentage”:  With respect to any Distribution Date,
      100% minus the related Group 2 Senior Prepayment Percentage for that
      Distribution Date. 

     

    “Highest
      Priority”: As of any date of determination, the Class of Group 1 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 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      Certificates.

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class 1-CE
      Certificates and/or the Group 1 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 Master Servicer and their respective
      Affiliates, (b) does not have any direct financial interest in or any material
      indirect financial interest in the Depositor, the Master Servicer or any
      Affiliate thereof, and (c) is not connected with the Depositor, the Master
      Servicer or any Affiliate thereof as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar functions;
      provided, however, that a Person shall not fail to be Independent of the
      Depositor, the Master Servicer or any Affiliate thereof merely because such
      Person is the beneficial owner of 1% or less of any class of securities issued
      by the Depositor or the Master Servicer or any Affiliate thereof, as the case
      may be.

     

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

     

    “Index”:
      With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment
      of the Mortgage Rate set forth as such on the related Mortgage
      Note.

     

    “Initial
      Sub-Servicer”: Wells
      Fargo Bank, N.A.

     

    “Initial
      Sub-Servicing Agreement”: With respect to the Mortgage Loans, the Amended and
      Restated Flow Servicing Agreement, dated as of March 1, 2006, between Wells
      Fargo and the Seller, as amended.

     

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

     

    “Interest
      Accrual Period”: The Group 1 Interest Accrual Period or the Group 2 Interest
      Accrual Period.

     

    “Interest
      Carry Forward Amount”: With respect to any Distribution Date and any Class of
      Group 1 Offered Certificates, the sum of (i) the amount, if any, by which (a)
      the Interest Distribution Amount for such Class of Certificates for the
      immediately preceding Distribution Date exceeded (b) the actual amount
      distributed on such Class of Group 1 Offered Certificates in respect of such
      interest on such immediately preceding Distribution Date, (ii) the amount of
      any
      Interest Carry Forward Amount for such Class of Group 1 Offered Certificates
      for
      such immediately preceding Distribution Date remaining unpaid on such
      immediately preceding 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 Group 1 Offered Certificates and for
      purposes of the definition of Marker Rate and Maximum LT-ZZ Uncertificated
      Interest Deferral Amount, REMIC I-A Regular Interest LT-1A1, REMIC I-A Regular
      Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A Regular Interest
      LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular Interest LT-1M2,
      REMIC I-A Regular Interest LT-1M3, REMIC I-A Regular Interest LT-1M4, 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 Class of Certificates for any
      Distribution Date, an amount equal to one month’s interest accrued during the
      most recently ended Interest Accrual Period at the applicable Pass-Through
      Rate
      on the Certificate Principal Balance or Notional Amount (in the case of the
      Class 1-CE Certificates or any Class of Interest Only Certificates) of such
      Class of Certificates immediately prior to such Distribution Date. The Interest
      Distribution Amount for any such Class of Certificates, as the case may be,
      (a)
      with respect to the Group 2 Certificates only, will also include, in the case
      of
      any Distribution Date subsequent to the initial Distribution Date, the excess,
      if any, of the Interest Distribution Amount in respect of such Class for the
      immediately preceding Distribution Date, over the aggregate distributions of
      such interest made in respect of such Class pursuant to Section 4.01(II) on
      such
      immediately preceding Distribution Date (with interest on such unpaid amount
      for
      the most recently ended Interest Accrual Period) and (b) will be reduced, in
      the
      case of any Distribution Date, by the amount of any Prepayment Interest
      Shortfalls (to the extent not covered by Compensating Interest Payments paid
      by
      related Initial Sub-Servicer or by the Master Servicer) and Relief Act Interest
      Shortfalls that were allocated to such Class on such Distribution Date pursuant
      to Section 1.02. The Interest Distribution Amount for any Class of Group 1
      Offered Certificates will be based on a 360 day year and the actual number
      of
      days in the applicable Group 1 Interest Accrual Period. The Interest
      Distribution Amount for any Class of Class 1-CE Certificates will be based
      on a
      360 day year consisting of twelve 30-day Group 1 Interest Accrual Periods.
      The
      Interest Distribution Amount for any Class of Group 2 Certificates will be
      based
      on a 360 day year consisting of twelve 30-day Group 2 Interest Accrual Periods.
      

     

    “Interest
      Only Certificates”: The Class 2-AIO Certificates and Class 2-BIO
      Certificates.

     

    “Interest
      Rate Cap Agreement:” The interest rate cap agreement, dated as of November 30,
      2006 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 J.

    


    “Interest
      Rate Cap Credit Support Annex:” The credit support annex, dated as of November
      30, 2006 between the Cap Trustee and the Interest Rate Cap Provider, which
      is
      annexed to and forms part of the Cap Agreement.

    


    “Interest
      Rate Cap Provider:” The Interest Rate Cap Provider under the Interest Rate Cap
      Agreement. Initially, the Interest Rate Cap Provider shall be Bear Stearns
      Financial Products Inc.

    


    “Interest
      Remittance Amount”: For any Distribution Date and Collateral Pool 1, that
      portion of the Group 1 Available Distribution Amount for the related
      Distribution Date that represents interest received or advanced on the Group
      1
      Mortgage Loans and Compensating Interest Payments on the Group 1 Mortgage Loans
      (net of Servicing Fees, Credit Risk Manager Fees and, if applicable, lender-paid
      primary mortgage insurance premiums).

     

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

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable
      Trust REMIC by reason of its being purchased, sold or replaced pursuant to
      or as
      contemplated by Section 2.03 or Section 3.16(c). With respect to any REO
      Property, either of the following events: (i) a Final Recovery Determination
      is
      made as to such REO Property; or (ii) such REO Property is removed from the
      applicable Trust REMIC by reason of its being purchased pursuant to Section
      9.01.

     

    “Liquidation
      Proceeds”: The amount (including any Insurance Proceeds or amounts received in
      respect of the rental of any REO Property prior to REO Disposition) received
      by
      the Master Servicer in connection with (i) the taking of all or a part of a
      Mortgaged Property by exercise of the power of eminent domain or condemnation,
      (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
      foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale
      of
      a Mortgage Loan or an REO Property pursuant to or as contemplated by Section
      2.03, Section 3.16(c), Section 3.23 or Section 9.01.

     

    “Loan-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.

     

    “Marker
      Rate”: With respect to the Class 1-CE Certificates and any Distribution Date, a
      per annum rate equal to two (2) times the weighted average of the REMIC I-A
      Remittance Rate for REMIC I-A Regular Interest LT-1A1, REMIC I-A Regular
      Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A Regular Interest
      LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular Interest LT-1M2,
      REMIC I-A Regular Interest LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC
      I-A Regular Interest LT-ZZ, with the rate on each such REMIC I-A Regular
      Interest (other than REMIC I-A Regular Interest LT-ZZ) 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 Group 1 Net WAC Rate for the
      related Corresponding Certificate for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC I-A Regular Interest LT-ZZ 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
      Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as
      herein provided, in its capacity as Master Servicer hereunder.

     

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

     

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

     

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

     

    “Maximum
      Cap Rate”: With respect to Collateral Pool 1, for any Distribution Date, a per
      annum rate equal to the product of (x) the weighted average of the Expense
      Adjusted Maximum Mortgage Rates of the Group 1 Mortgage Loans, weighted on
      the
      basis of the outstanding Stated Principal Balances of the Group 1 Mortgage
      Loans
      as of the first day of the related Due Period (after giving effect to scheduled
      payments of principal due during Due Period including such first day, to the
      extent received or advanced, and unscheduled collections of principal
      distributions on the prior Distribution Date) plus an amount, expressed as
      a per
      annum rate, equal to the product of 12 and a fraction, the numerator of which
      is
      the sum of any payment made by the Interest Rate Cap Provider for such
      Distribution Date and the denominator of which is the aggregate of the
      outstanding Stated Principal Balances of the Group 1 Mortgage Loans as of the
      first day of the related Due Period (after giving effect to scheduled payments
      of principal due during the Due Period including such first day, to the extent
      received or advanced, and unscheduled collections of principal received during
      the Prepayment Period) 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. 

     

    “Maximum
      LT-ZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
      Date, the excess of (i) accrued interest at the REMIC I-A Remittance Rate
      applicable to REMIC I-A Regular Interest LT-ZZ for such Distribution Date on
      a
      balance equal to the Uncertificated Balance of REMIC I-A Regular Interest LT-ZZ
      minus the REMIC I-A Overcollateralized Amount, in each case for such
      Distribution Date, over (ii) Uncertificated Interest on REMIC I-A Regular
      Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular Interest
      LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1,
      REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3 and REMIC
      I-A Regular Interest LT-1M4 for such Distribution Date, with the rate on each
      such REMIC I-A 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 Group 1 Net WAC 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.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Mortgage
      Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
      any date of determination, the then applicable Expense Adjusted Mortgage Rate
      in
      respect thereof plus, in the case of any Mortgage Loan in Collateral Pool 1,
      the
      Credit Risk Manager Fee Rate.

     

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

     

    (i) the
      Master Servicer’s Mortgage Loan identifying number;

     

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

     

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

     

    (iv) the
      original months to maturity;

     

    (v) the
      original date of the mortgage;

     

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

     

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

     

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

     

    (ix) the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xvii) a
      code
      indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance
      Policy;

     

    (xviii) the
      Value
      of the Mortgaged Property;

     

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

     

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

     

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

     

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

     

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


     

    (xxiv)
      the Collateral Pool in which such Mortgage Loan shall reside;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “Net
      Monthly Excess Cashflow”: With respect to Collateral Pool 1 and any Distribution
      Date, the sum of (i) any Overcollateralization Reduction Amount and (ii) the
      excess of (x) the Group 1 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 Group 1 Class A
      Certificates and the Interest Distribution Amounts distributable to the Holders
      of the Group 1 Mezzanine Certificates and (B) the Principal Remittance
      Amount.

     

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

     

    “Net
      WAC
      Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account
      established and maintained pursuant to Section 4.07.

     

    “Net
      WAC
      Rate Carryover Amount”: With respect to any Distribution Date and any Class of
      Group 1 Offered Certificates, the sum of (A) the positive excess, if any, of
      (i)
      the amount of interest that would have accrued on such Class of Group 1 Offered
      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 Group
      1
      Offered Certificates at the Group 1 Net WAC Rate for such Distribution Date
      and
      (B) the related Net WAC Rate Carryover Amount for the immediately preceding
      Distribution Date not distributed on such immediately preceding Distribution
      Date together with interest accrued on such unpaid amount for the most recently
      ended Group 1 Interest Accrual Period at the Formula Rate for such Class of
      Certificates and the current Distribution Date. 

     

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

     

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

     

    “Notional
      Amount”: For any Distribution Date and the Class 1-CE Certificates, the
      aggregate Uncertificated Balance of the REMIC 1-A Regular Interests for such
      Distribution Date. For any Distribution Date and the Class 2-AIO Certificates,
      the Certificate Principal Balance of the Group 2 Class A Certificates,
      immediately prior to such Distribution Date. For federal income tax purposes,
      the Notional Amount of the Class 2-AIO Certificate for any Distribution Date
      shall be the Uncertificated Balance of REMIC II-A Regular Interest LT2-A.


     

    For
      any
      Distribution Date and the Class 2-BIO Certificates, the sum of the Certificate
      Principal Balance of the Class 2-B1 Certificates and the Certificate Principal
      Balance of the Class 2-B2 Certificates, in each case immediately prior to such
      Distribution Date. For federal income tax purposes, the Notional Amount of
      the
      Class 2-BIO Certificate for any Distribution Date shall be the aggregate
      Uncertificated Balance of REMIC II-A Regular Interest LT-2B1 and REMIC II-A
      Regular Interest LT-2B2.

     

    “Officers’
      Certificate”: A certificate signed by the Chairman of the Board, the Vice
      Chairman of the Board, the President or a vice president (however denominated),
      and by the Treasurer, the Secretary, or one of the assistant treasurers or
      assistant secretaries of the Seller or the Depositor, as applicable; with
      respect to the Master Servicer, any officer who is authorized to act for the
      Master Servicer in matters relating to this Agreement, and whose action is
      binding upon the Master Servicer, initially including those individuals whose
      names appear on the list of authorized officers delivered at the
      closing.

     

    “One-Month
      LIBOR”: With respect to the Group 1 Offered Certificates and for purposes of the
      Marker Rate and the Maximum LT-ZZ Uncertificated Interest Deferral Amount,
      REMIC
      I-A Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A
      Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
      Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
      LT-1M3 and REMIC I-A Regular Interest LT-M4, 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 Master Servicer or the Trust
      Administrator acceptable to the Trustee, if such opinion is delivered to the
      Trustee, or reasonably acceptable to the Trust Administrator, if such opinion
      is
      delivered to the Trust Administrator, except that any opinion of counsel
      relating to (a) the qualification of any Trust REMIC as a REMIC or (b)
      compliance with the REMIC Provisions must be an opinion of Independent
      counsel.

     

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

     

    “Originator”:
      Wells
      Fargo Bank, N.A. 

     

    “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.

     

    Overcollateralization
      Deficiency Amount”: With respect to Collateral Pool 1 and 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 Collateral Pool 1 and 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 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 Collateral Pool 1 and 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 Collateral Pool 1 and any Distribution Date, (i)
      prior to the Stepdown Date, an amount equal to 0.80% of the aggregate
      outstanding Stated Principal Balance of the Group 1 Mortgage Loans as of the
      Cut-off Date, (ii) on or after the Stepdown Date provided a Group 1 Trigger
      Event is not in effect, the greater (but not more than the amount described
      in
      clause (i) above) of (x) 1.60% of the then current aggregate outstanding Stated
      Principal Balance of the Group 1 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 (y) 0.50% of the aggregate Stated Principal Balance of the Group
      1
      Mortgage Loans as of the Cut-off Date, or (iii) on or after the Stepdown Date
      and if a Group 1 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 Group 1 Offered 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 Group 1 Mortgage Loans and related
      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 aggregate Certificate
      Principal Balance of the Group 1 Offered Certificates after giving effect to
      distributions to be made on such Distribution Date.

     

    “Pass-Through
      Rate”: 

     

    With
      respect to each Class of the Group 1 Offered Certificates and any Distribution
      Date, the Pass-Through Rate for such Class shall be the lesser of (x) the
      related Formula Rate for such Distribution Date and (y) the Group 1 Net WAC
      Rate
      for such Distribution Date. 

     

    With
      respect to the Class 1-CE Certificates 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 the interest on the Uncertificated Balance of each REMIC I-A
      Regular Interest listed in clause (y) below at a rate equal to the related
      REMIC
      I-A Remittance Rate minus the Marker Rate and the denominator of which is (y)
      the aggregate Uncertificated Balance of REMIC I-A Regular Interest LT-AA, REMIC
      I-A Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A
      Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
      Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
      LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest LT-ZZ.
      

     

    With
      respect to the Class 2-A Certificates and any Distribution Date, the
      Pass-Through Rate for such Class shall be a per annum rate equal to the excess
      of (i) the Group 2 Net WAC Rate for such Distribution Date over (ii) the
      Pass-Through Rate for the Class 2-AIO Certificates.

     

    With
      respect to the Class 2-AIO Certificates, the pass-through rate for such class
      for any Distribution Date shall be a per annum rate equal to (i) 0.56544% per
      annum in the case of the first Distribution Date through and including the
      117th
      Distribution Date or (ii) 0.00% per annum for each Distribution Date thereafter.
      

     

    With
      respect to the Class 2-BIO Certificates, the pass-through rate for such class
      for any Distribution Date shall be a per annum rate equal to (i) 0.40000% per
      annum in the case of the first Distribution Date through and including the
      117th
      Distribution Date or (ii) 0.00% per annum for each Distribution Date
      thereafter.

     

    With
      respect to the Class 2-B1 Certificates and the Class 2-B2 Certificates and
      any
      Distribution Date, the Pass-Through Rate for each such Class shall be a per
      annum rate equal to the excess of (i) the Group 2 Net WAC Rate for such
      Distribution Date over (ii) the Pass-Through Rate for the Class 2-BIO
      Certificates.

     

    With
      respect to the Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class
      2-B5 Certificates, the Class 2-B6 Certificates and the Class 2-R Certificates
      and any Distribution Date, the Pass-Through Rate for each such Class shall
      be a
      per annum rate equal to the Group 2 Net WAC Rate for such Distribution
      Date.

     

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

     

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

     

    “Percentage
      Interest”: With respect to any Class of Certificates, the portion of the
      respective Class evidenced by such Certificate, expressed as a percentage,
      the
      numerator of which is the initial Certificate Principal Balance or Notional
      Amount represented by such Certificate, and the denominator of which is the
      initial aggregate Certificate Principal Balance or Notional Amount of all of
      the
      Certificates of such Class. The Book-Entry Certificates are issuable only in
      Percentage Interests corresponding to initial Certificate Principal Balances
      of
      $100,000 and integral multiples of $1.00 in excess thereof. The Class 1-CE
      Certificates are issuable only in minimum Percentage Interests corresponding
      to
      minimum initial Notional Amounts of $100,000 and integral multiples of $1.00
      in
      excess thereof; provided, however, that a single Certificate of 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. The Residual Certificates are issuable only in Percentage
      Interests of 20% and multiples thereof.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Prepayment
      Assumption”: A prepayment rate for the Mortgage Loans in Collateral Pool 1 of
      (a) a CPR of 12% per annum in the first month of the life of such Mortgage
      14%
      in the second month, 15% in the third month, 17% in the fourth month, 19% in
      the
      fifth month, 20% in the sixth month, 22% in the seventh month, 23% in the eighth
      month, 25% in the ninth month, 27% in the tenth month and 28% in the eleventh
      month of the life of such mortgage loans and then (b) beginning in the 12th
      month and in each month thereafter until the 35th month, a CPR of 30% per annum,
      and then (c) beginning in the 36th month and in each month thereafter, a CPR
      of
      35% per annum. A prepayment rate for the Mortgage Loans in Collateral Pool
      2 of
      25% CPR. The Prepayment Assumption is used solely for determining the accrual
      of
      original issue discount on the Certificates for federal income tax purposes.
      A
      CPR (Constant Prepayment Rate) represents an annualized constant assumed rate
      of
      prepayment each month of a pool of mortgage loans relative to its outstanding
      principal balance for the life of such pool.  

     

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

     

    “Prepayment
      Period”: With
      respect to any Distribution Date, with respect to any prepayments in full,
      prepayments in part, liquidations and other unscheduled collections on the
      Mortgage Loans, the calendar month immediately preceding the month in which
      such
      distribution date occurs. 

     

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

     

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

     

    “Principal
      Distribution Amount”: With respect to Collateral Pool 1 and any Distribution
      Date, the sum of (i) the principal portion of each Monthly Payment due on the
      Group 1 Mortgage Loans during the related Due Period, to the extent received
      on
      or prior to the related Determination Date or advanced; (ii) the Stated
      Principal Balance of any Group 1 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 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) any Overcollateralization Increase Amount
      for such Distribution Date, minus (v) 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 Group 1
      Offered Certificates.

    


    “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 Collateral Pool 1 and any Distribution Date,
      that portion of the Group 1 Available Distribution Amount equal to the sum
      of
      the amounts set forth in (i) through (iii) of the definition of Principal
      Distribution Amount.

     

    “Private
      Certificates”: The Class 2-B4 Certificates, Class 2-B5 Certificates and Class
      2-B6 Certificates, Class 1-CE Certificates and the Group 1 Residual
      Certificates.

     

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

     

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

     

    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan pursuant to the terms of this Agreement which must, on the date of such
      substitution, (i) have an outstanding principal balance, after application
      of
      all scheduled payments of principal and interest due during or prior to the
      month of substitution, not in excess of the Scheduled Principal Balance of
      the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage
      Rate
      on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than
      the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin
      equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next
      Adjustment Date not more than two months later than the next Adjustment Date
      on
      the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance
      Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
      in
      excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage
      Insurance Policy, (viii) have a remaining term to maturity not greater than
      (and
      not more than one year less than) that of the Deleted Mortgage Loan, (ix) have
      the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a
      Loan-to-Value Ratio as of the date of substitution equal to or lower than the
      Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi)
      [intentionally omitted]; and (xii) conform to each representation and warranty
      set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to
      the
      Deleted Mortgage Loan. In the event that one or more mortgage loans are
      substituted for one or more Deleted Mortgage Loans, the amounts described in
      clause (i) hereof shall be determined on the basis of aggregate principal
      balances, the Mortgage Rates described in clause (ii) hereof shall be determined
      on the basis of weighted average Mortgage Rates, the terms described in clause
      (viii) shall be determined on the basis of weighted average remaining terms
      to
      maturity, the Loan-to-Value Ratios described in clause (x) hereof shall be
      satisfied as to each such mortgage loan and, except to the extent otherwise
      provided in this sentence, the representations and warranties described in
      clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
      Loan or in the aggregate, as the case may be.

     

    “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 Fitch or their successors. If such agencies or
      their successors are no longer in existence, the “Rating Agencies” shall be such
      nationally recognized statistical rating agencies, or other comparable Persons,
      designated by the Depositor, written notice of which designation shall be given
      to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating
      Agent, the Certificate Registrar and the Master Servicer.

     

    “Realized
      Loss”: A Group 1 Realized Loss or a Group 2 Realized Loss.

     

    “Record
      Date”: With respect to each Distribution Date and any Group 1 Offered
      Certificate so long as such Group 1 Offered Certificate is a Book-Entry
      Certificate, the Business Day immediately preceding such Distribution Date.
      With
      respect to each Distribution Date and any other Group 1 Certificates, including
      any Definitive Certificates, the last Business Day of the month immediately
      preceding the month in which such Distribution Date occurs. With respect to
      each
      Distribution Date and any Group 2 Certificate, the last Business Day of the
      month immediately preceding the month in which such Distribution Date occurs.
      

     

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

     

    “Regular
      Certificate”: Any Senior Certificate or Subordinate Certificate.

     

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

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended 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-A”: As defined in the Preliminary Statement.

     

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

     

    “REMIC
      I-A Required Overcollateralized Amount”: 1.00% of the Overcollateralization
      Target Amount.

     

    “REMIC
      I-A 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 Group 1 Mortgage Loans and related REO Properties then outstanding and
      (ii)
      the REMIC I-A Remittance Rate for REMIC I-A Regular Interest LT-AA minus the
      Marker Rate, divided by (b) 12.

     

    “REMIC
      I-A Overcollateralized Amount”: With respect to any date of determination, (i)
      1.00% of the aggregate Uncertificated Balance of the REMIC I-A Regular Interests
      minus (ii) the aggregate Uncertificated Balance of REMIC I-A Regular Interest
      LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular Interest LT-1A3,
      REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC
      I-A
      Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3 and REMIC I-A Regular
      Interest LT-1M4, in each case as of such date of determination.

     

    “REMIC
      I-A 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
      Group 1 Mortgage Loans and related REO Properties then outstanding and (ii)
      1
      minus a fraction, the numerator of which is two times the aggregate
      Uncertificated Balance of REMIC I-A Regular Interest LT-1A1, REMIC I-A Regular
      Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A Regular Interest
      LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular Interest LT-1M2,
      REMIC I-A Regular Interest LT-1M3 and REMIC I-A Regular Interest LT-1M4 and
      the
      denominator of which is the aggregate Uncertificated Balance of REMIC I-A
      Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular
      Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest
      LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3,
      REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest
      LT-ZZ.

     

    “REMIC
      I-A Remittance Rate”: With respect to REMIC I-A Regular Interest LT-AA, REMIC
      I-A Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A
      Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
      Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
      LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest LT-ZZ,
      the weighted average of the Expense Adjusted Mortgage Rates of the Group 1
      Mortgage Loans, weighted based on their principal balances as of the first
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the Due Period including such first day, to the extent
      received or advanced, and unscheduled collections of principal distributed
      on
      the prior Distribution Date). 

     

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

     

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

     

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

     

    “REMIC
      II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-2A, REMIC
      II-A Regular Interest LT-2B1, REMIC II Regular Interest LT-2B2, REMIC II-A
      Regular Interest LT-2B3, REMIC II-A Regular Interest LT-2B4, REMIC II-A Regular
      Interest LT-2B5, REMIC II-A Regular Interest LT-2B6 and REMIC II-A Regular
      Interest LT-R, the weighted average of the Expense Adjusted Mortgage Rates
      of
      the Group 2 Mortgage Loans, weighted based on their principal balances as of
      the
      first day of the related Due Period (after giving effect to scheduled payments
      of principal due during the Due Period including such first day, to the extent
      received or advanced, and unscheduled collections of principal distributed
      on
      the prior Distribution Date). 

     

    “REMIC
      Regular Interest”: A REMIC I-A Regular Interest or REMIC II-A Regular
      Interest.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Reserve
      Interest Rate”: With respect to any Interest Determination Date, the rate per
      annum that the Trust Administrator determines to be either (i) the arithmetic
      mean (rounded upwards if necessary to the nearest whole multiple of 1/16%)
      of
      the one-month U.S. dollar lending rates which New York City banks selected
      by
      the Trust Administrator are quoting on the relevant Interest Determination
      Date
      to the principal London offices of leading banks in the London interbank market
      or (ii) in the event that the Trust Administrator can determine no such
      arithmetic mean, the lowest one-month U.S. dollar lending rate which New York
      City banks selected by the Trust Administrator are quoting on such Interest
      Determination Date to leading European banks.

     

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

     

    “Residual
      Certificate”: Any one of the Class 1-R Certificates or Class 2-R
      Certificates.

     

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

     

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

     

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

     

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

     

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

     

    “Senior
      Enhancement Percentage”: With respect to Collateral Pool 1 and for any
      Distribution Date, the percentage equivalent of a fraction, the numerator of
      which is the sum of the aggregate Certificate Principal Balance of the Group
      1
      Mezzanine and Class 1-CE Certificates, calculated after taking into account
      distribution of the Principal Distribution Amount to the Group 1 Certificates
      then entitled to distributions of principal on such Distribution Date, and
      the
      denominator of which is the aggregate Stated Principal Balance of the Group
      1
      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 Collateral Pool 1, on any
      Distribution Date for any Class of Group 1 Class A Certificates, an amount
      equal
      to the sum of (i) the Interest Distribution Amount for such Class for such
      Distribution Date and (ii) the Interest Carry Forward Amount, if any, for such
      Class for such Distribution Date. With respect to Collateral Pool 2, on any
      Distribution Date, an amount equal to the aggregate of the Interest Distribution
      Amounts for that Distribution Date for the Group 2 Senior Certificates.


     

    “Senior
      Percentage”: The Group 2 Senior Percentage. 

     

    “Senior
      Prepayment Percentage”: The Group 2 Senior Prepayment
      Percentage.

     

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

     

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

     

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

     

    “Servicing
      Fee Rate”: The
      Servicing Fee Rate on the Mortgage Loans shall be 0.250%
      per annum. The Servicing Fee Rate for each Mortgage Loan shall be as indicated
      in the Mortgage Loan Schedule. 

     

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

     

    “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
      Paying Agent 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 Group 1 Offered 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 any Class of
      Residual Certificates), a hypothetical Certificate of such Class evidencing
      a
      Percentage Interest for such Class corresponding to an initial Certificate
      Principal Balance or initial Notional Amount, as applicable, of $1,000. With
      respect to the Residual Certificates, a hypothetical Certificate of such Class
      evidencing a 20% Percentage Interest in such Class.

     

    “Special
      Hazard Amount”:
      For
      Collateral Pool 2, initially an amount equal to $6,000,000.00. As of each
      anniversary of the Cut-off Date, for any Collateral Pool the Special Hazard
      Amount shall equal the lesser of (i) the Special Hazard Amount on the
      immediately preceding anniversary of the Cut-off Date less the sum of all
      amounts allocated to the related Group 2 Subordinate Certificates in respect
      of
      Special Hazard Losses on the related Mortgage Loans during such year and (ii)
      the related Adjustment Amount for such anniversary. After the Certificate
      Principal Balances of the Group 2 Subordinate Certificates are reduced to zero,
      the Special Hazard Amount for Collateral Pool 2 will be zero.

     

    “Special
      Hazard Loss”: With respect to Collateral Pool 2, any Realized Loss or portion
      thereof not in excess of the lesser of the cost of repair or replacement of
      a
      Mortgaged Property suffered by such Mortgaged Property by reason of damage
      caused by certain hazards (including earthquakes, mudflows, and, to a limited
      extent, floods) not insured against under the hazard insurance policies or
      fire
      or flood insurance policies required to be maintained in respect of such
      Mortgaged Property pursuant to Section 3.14, or by reason of the application
      of
      any co-insurance provision. Special Hazard Losses shall not include any
      Extraordinary Loss or any of the following:

     

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

     

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

     

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

     

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


     

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


     

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

     

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

     

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

     

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

     

    “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 Group 1 Class A Certificates has been reduced to zero and (ii) the later
      to
      occur of (a) the Distribution Date occurring in December 2009 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
      Group 1 Mortgage Loans but prior to any distribution of the Principal
      Distribution Amount to the Group 1 Certificates then entitled to distributions
      of principal on such Distribution Date) is equal to or greater than
      11.40%.

     

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

     

    “Subordinate
      Principal Distribution Amount”: With respect to Collateral Pool 2 and for any
      Distribution Date, an amount equal to the lesser of (i) the Group 2 Available
      Distribution Amount remaining after distribution of the Senior Interest
      Distribution Amount and Group 2 Senior Principal Distribution Amounts to the
      Classes of Group 2 Senior Certificates and the related Interest Distribution
      Amounts to the Classes of Group 2 Subordinate Certificates, and (ii) the
      aggregate of the sum of:

     

    (a) the
      product of (x) the then-applicable Group 2 Subordinate Percentage and (y) the
      sum of the following:

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              [reserved];

            


    

     

    
      	 	
              (v)

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

            


    

     

    (b) the
      product of (x) the then-applicable Group 2 Subordinate Prepayment Percentage
      and
      (y) the Principal Prepayments received in respect of the related Mortgage Loans
      during the related Prepayment Period;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I-A, REMIC I-B, REMIC II-A,
      REMIC II-B, the Net WAC Rate Carryover Reserve Account, distributions made
      to
      the Paying Agent by the Cap Administrator under the Cap Administration Agreement
      and the Cap Account.

     

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

     

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

     

    “Uncertificated
      Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
      determination. As of the Closing Date, the Uncertificated Balance of each such
      REMIC Regular Interest shall equal the amount set forth in the Preliminary
      Statement hereto as its initial Uncertificated Balance. On each Distribution
      Date, the Uncertificated Balance of each such REMIC Regular Interest shall
      be
      reduced by all distributions of principal made on such REMIC Regular Interest
      on
      such Distribution Date pursuant to Section 4.08 and, if and to the extent
      necessary and appropriate, shall be further reduced on such Distribution Date
      by
      Realized Losses as provided in Section 4.04.

     

    “Uncertificated
      Interest”: With respect to Collateral Pool 1 and any related REMIC Regular
      Interest for any Distribution Date, one month’s interest at the REMIC I-A
      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 such 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 such 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 such 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(II)(c).

     

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

     

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

     

    “Value”:
      With respect to any Mortgaged Property, the value thereof as determined by
      an
      appraisal made for the originator of the Mortgage Loan at the time of
      origination of the Mortgage Loan or such other value assigned to such Mortgaged
      Property by the originator at the time of origination of the Mortgage
      Loan.

     

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


     

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


     

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

     

    
      	SECTION
              1.02  	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Group 1 Mortgage
      Loans
      for any Distribution Date shall be allocated first, to the Class 1-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 1-CE
      Certificates and, thereafter, among the Group 1 Offered 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 Balances
      of
      such Certificates immediately prior to such Distribution Date.

     

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

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of Collateral Pool 1 for
      any
      Distribution Date shall be allocated among REMIC I-A Regular Interest LT-AA,
      REMIC I-A Regular Interest LT-1A1, REMIC I Regular Interest LT-1A2, REMIC I-A
      Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
      Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
      LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest LTZZ
      pro rata based on, and to the extent of, one month’s interest at the then
      applicable respective REMIC I-A Remittance Rate on the respective Uncertificated
      Balance of each such REMIC I-A Regular Interest.

     

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

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of Collateral Pool 2 for
      any
      Distribution Date shall be allocated among the REMIC II-A Regular Interests
      in
      the same manner and priority that such amounts are allocated to the
      Corresponding Certificates.

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Group 2 Mortgage
      Loans
      for any Distribution Date shall be allocated among the related Certificates
      pro
      rata
      in
      accordance with, and to the extent of one month’s interest at the Pass Through
      Rate on the respective Certificate Principal Balances or Notional Amounts of
      such Certificates immediately prior to such Distribution Date.


     

    


     

    ARTICLE
      II


    CONVEYANCE
      OF MORTGAGE LOANS;


    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	SECTION
              2.01  	
              Conveyance
                of Mortgage Loans.

            


    

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders all the right, title and interest
      of
      the Depositor, including any security interest therein for the benefit of the
      Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
      Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement
      (except Section 18 thereof), and all other assets included or to be included
      in
      REMIC I-A and REMIC II-A. Such assignment includes all interest and principal
      received by the Depositor or the Master Servicer on or with respect to the
      Mortgage Loans (other than payments of principal and interest due on such
      Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
      to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, and
      the
      Trustee, on behalf of the Certificateholders, acknowledges receipt of the same.
      

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    It
      is
      agreed and understood by the parties hereto that it is not intended that any
      Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii)
      a
“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in
      the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
      or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices
      Act effective January 1, 2005. It is agreed and understood by the parties hereto
      that it is not intended that any Mortgage Loan to be included in the Trust
      Fund
      not comply in all material respects with applicable local, state and federal
      laws, including, but not limited to, all applicable predatory and abusive
      lending laws.

     

    
      	SECTION
              2.02  	
              Acceptance
                of the Trust Fund by the Trustee.

            


    

     

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

     

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

     

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

     

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


     

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

            


    

     

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

     

    (b)  Reserved.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.04  	
              Reserved.

            


    

     

    
      	SECTION
              2.05  	
              Representations,
                Warranties and Covenants of the Master
                Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (viii)  The
      Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
      is a member of MERS in good standing, and will comply in all material respects
      with the rules and procedures of MERS in connection with the servicing of the
      Mortgage Loans that are registered with MERS.

     

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

     

    
      	SECTION
              2.06  	
              Issuance
                of the Certificates.

            


    

     

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

     

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

            


    

     

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

    


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


     

    
      	SECTION
              2.08  	
              Authorization
                to Enter into the Interest Rate Cap Agreement 

            


    

     

    Citibank,
      N.A. is hereby directed to execute and deliver the Interest Rate Cap Agreement
      as Cap Trustee 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 Master Servicer, 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) and (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.
      Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Cap Trustee 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. 

     

    


     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING


    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3.01  	
              Master
                Servicer to Act as Master Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer may not make
      any
      future advances with respect to a Mortgage Loan (except as provided in Section
      4.03) and the Master Servicer shall not (i) permit any modification with respect
      to any Mortgage Loan (except with respect to a Mortgage Loan that is in default
      or, in the judgment of the Master Servicer, such default is reasonably
      foreseeable) that would change the Mortgage Rate, reduce or increase the
      principal balance (except for reductions resulting from actual payments of
      principal) or change the final maturity date on such Mortgage Loan or (ii)
      permit any modification, waiver or amendment of any term of any Mortgage Loan
      that would both (A) effect an exchange or reissuance of such Mortgage Loan
      under
      Section 1001 of the Code (or final, temporary or proposed Treasury regulations
      promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as
      a
      REMIC under the Code or the imposition of any tax on “prohibited transactions”
or “contributions after the startup date” under the REMIC Provisions. Consistent
      with the foregoing, in connection with a partial Principal Prepayment, the
      Master Servicer may at its option reduce or permit a Sub-Servicer to reduce
      the
      scheduled Monthly Payments on the related Mortgage Loan so that the remaining
      outstanding principal amount owed under such Mortgage Loan will be paid in
      equal
      monthly installments of principal and interest by the originally scheduled
      maturity date. In addition, in connection with any modification of a Mortgage
      Loan that is entered into by a Mortgagor in lieu of refinancing and that is
      not
      permitted by this paragraph or by Section 3.07, the Master Servicer shall treat
      such modification for remitting and reporting purposes as a Principal Prepayment
      in full to the Trust occurring concurrently with the origination of a new
      mortgage loan, which is not in the Trust, to the Mortgagor. For any such
      Mortgage Loan that has been so deemed the subject of a Principal Prepayment
      in
      full, that upon written notice from the Master Servicer of the deposit into
      the
      Collection Account of funds in an amount equal to all amounts that would be
      owed
      to the Trust by the related Mortgagor if such deemed Principal Prepayment were
      an actual Principal Prepayment in full, the Trustee and the Trust Administrator
      shall execute and deliver such instruments of transfer or assignment, in each
      case without recourse, as the Master Servicer or the Sub-Servicer shall furnish
      to it and as shall be necessary to vest in the designated successor owner of
      such Mortgage Loan specified in such instruments such Mortgage Loan released
      pursuant hereto, and the Trustee and the Trust Administrator shall have no
      further responsibility with regard to such Mortgage Loan or the related Mortgage
      File.

     

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

     

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

     

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

            


    

     

    (a)  The
      Master Servicer may enter into Sub-Servicing
      Agreements
      (provided that such agreements would not result in a withdrawal or a downgrading
      by the Rating Agencies of the rating on any Class of Certificates) with
      Sub-Servicers, for the servicing and administration of the Mortgage Loans.
      As of
      the Cut-Off Date, Wells Fargo is the Sub-Servicer with respect to the Mortgage
      Loans and in such capacity Wells Fargo will be primarily responsible for the
      servicing of the Mortgage Loans. 

     

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

     

    (c)  As
      part
      of its servicing activities hereunder, the Master Servicer (except as otherwise
      provided in the last sentence of this paragraph), for the benefit of the Trustee
      and the Certificateholders, shall enforce the obligations of the Sub-Servicer
      under the Sub-Servicing Agreement and of the Seller under the Mortgage Loan
      Purchase Agreement, including, without limitation, any obligation to make
      advances in respect of delinquent payments as required by a Sub- Servicing
      Agreement, or to purchase a Mortgage Loan on account of missing or defective
      documentation or on account of a breach of a representation, warranty or
      covenant, as described in Section 2.03(a). Such enforcement, including, without
      limitation, the legal prosecution of claims, termination of Sub-Servicing
      Agreements, and the pursuit of other appropriate remedies, shall be in such
      form
      and carried out to such an extent and at such time as the Master Servicer,
      in
      its good faith business judgment, would require were it the owner of the related
      Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
      at
      its own expense, and shall be reimbursed therefor only (i) from a general
      recovery resulting from such enforcement, to the extent, if any, that such
      recovery exceeds all amounts due in respect of the related Mortgage Loans,
      or
      (ii) from a specific recovery of costs, expenses or attorneys’ fees against the
      party against whom such enforcement is directed.

     

    
      	SECTION
              3.03  	
              Successor
                Sub-Servicers.

            


    

     

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

     

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

     

    
      	SECTION
              3.04  	
              Liability
                of the Master Servicer.

            


    

     

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

     

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

            


    

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              3.07  	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

    The
      Master Servicer shall make reasonable efforts to collect all payments called
      for
      under the terms and provisions of the Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and the terms and
      provisions of any related Primary Mortgage Insurance Policy and any other
      applicable insurance policies, follow such collection procedures as it would
      follow with respect to mortgage loans comparable to the Mortgage Loans and
      held
      for its own account. Consistent with the foregoing and the servicing standards
      set forth in Section 3.01, the Master Servicer may in its discretion (i) waive
      any late payment charge or, if applicable, penalty interest, only upon
      determining that the coverage of such Mortgage Loan by the related Primary
      Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the
      due
      dates for Monthly Payments due on a Mortgage Note for a period of not greater
      than 180 days; provided that any extension pursuant to clause (ii) above shall
      not affect the amortization schedule of any Mortgage Loan for purposes of any
      computation hereunder, except as provided below. In the event of any such
      arrangement pursuant to clause (ii) above, the Master Servicer shall make timely
      advances on such Mortgage Loan during such extension pursuant to Section 4.03
      and in accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements. Notwithstanding the
      foregoing, in the event that any Mortgage Loan is in default or, in the judgment
      of the Master Servicer, such default is reasonably foreseeable, the Master
      Servicer, consistent with the standards set forth in Section 3.01, may waive,
      modify or vary any term of such Mortgage Loan (including modifications that
      change the Mortgage Rate, forgive the payment of principal or interest or extend
      the final maturity date of such Mortgage Loan), accept payment from the related
      Mortgagor of an amount less than the Stated Principal Balance in final
      satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent
      to the postponement of strict compliance with any such term or otherwise grant
      indulgence to any Mortgagor, if in the Master Servicer’s determination such
      waiver, modification, postponement or indulgence is not materially adverse
      to
      the interests of the Certificateholders (taking into account any estimated
      Realized Loss that might result absent such action).

     

    
      	SECTION
              3.08  	
              Sub-Servicing
                Accounts.

            


    

     

    In
      those
      cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
      Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
      maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
      Sub-Servicing Account shall be an Eligible Account and shall comply with all
      requirements of this Agreement relating to the Collection Account (provided,
      however, that in the case of the Initial Sub-Servicing Agreement, the
      Sub-Servicing Account shall comply with all requirements of the Initial
      Sub-Servicing Agreement relating to the custodial account provided for therein).
      The Sub-Servicer shall deposit in the clearing account (which account must
      be an
      Eligible Account) in which it customarily deposits payments and collections
      on
      mortgage loans in connection with its mortgage loan servicing activities on
      a
      daily basis, and in no event more than two Business Days after the
      Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the
      Sub-Servicer less its servicing compensation to the extent permitted by the
      Sub-Servicing Agreement, and shall thereafter deposit such amounts in the
      Sub-Servicing Account, in no event more than one Business Day after the deposit
      of such funds into the clearing account. The Sub-Servicer shall thereafter
      remit
      such proceeds to the Master Servicer for deposit in the Collection Account
      not
      later than two Business Days after the deposit of such amounts in the
      Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement,
      at such time as is required pursuant to the terms of the Initial Sub-Servicing
      Agreement). For purposes of this Agreement, the Master Servicer shall be deemed
      to have received payments on the Mortgage Loans when the Sub-Servicer receives
      such payments.

     

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

            


    

     

    The
      Master Servicer shall establish and maintain (or cause a Sub-Servicer to
      establish and maintain) one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and
      hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges,
      sewer rents and comparable items for the account of the Mortgagors (“Escrow
      Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible
      Accounts. The Master Servicer (or the Sub-Servicer) shall deposit in the
      clearing account (which account must be an Eligible Account) in which it
      customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than two Business Days after the Master Servicer’s (or the Sub-Servicer’s)
      receipt thereof, all Escrow Payments collected on account of the Mortgage Loans
      and shall thereafter deposit such Escrow Payments in the Servicing Accounts,
      in
      no event more than one Business Day after the deposit of such funds in the
      clearing account, for the purpose of effecting the payment of any such items
      as
      required under the terms of this Agreement. Withdrawals of amounts from a
      Servicing Account may be made only to (i) effect payment of Escrow Payments;
      (ii) reimburse the Master Servicer (or the Sub-Servicer to the extent provided
      in the Sub-Servicing Agreement) out of related collections for any advances
      made
      pursuant to Section 3.01 (with respect to taxes and assessments) and Section
      3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums
      as
      may be determined to be overages; (iv) pay interest, if required and as
      described below, to Mortgagors on balances in the Servicing Account; (v) clear
      and terminate the Servicing Account at the termination of the Master Servicer’s
      obligations and responsibilities in respect of the Mortgage Loans under this
      Agreement in accordance with Article IX; or (vi) recover amounts deposited
      in
      error. As part of its servicing duties, the Master Servicer or Sub-Servicers
      shall pay to the Mortgagors interest on funds in Servicing Accounts, to the
      extent required by law and, to the extent that interest earned on funds in
      the
      Servicing Accounts is insufficient, to pay such interest from its or their
      own
      funds, without any reimbursement therefor. To the extent that a Mortgage does
      not provide for Escrow Payments, the Master Servicer shall determine whether
      any
      such payments are made by the Mortgagor in a manner and at a time that avoids
      the loss of the Mortgaged Property due to a tax sale or the foreclosure of
      a tax
      lien. The Master Servicer assumes full responsibility for the payment of all
      such bills and shall effect payments of all such bills irrespective of the
      Mortgagor’s faithful performance in the payment of same or the making of the
      Escrow Payments and shall make advances from its own funds to effect such
      payments.

     

    
      	SECTION
              3.10  	
              Collection
                Account and Distribution Account.

            


    

     

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

     

    (i)  all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.11  	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

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

     

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

     

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

     

    (iii)  subject
      to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any
      unpaid Servicing Fees, (B) any unreimbursed Servicing Advances with respect
      to
      each Mortgage Loan, but only to the extent of any Liquidation Proceeds,
      Insurance Proceeds or other amounts as may be collected by the Master Servicer
      from a Mortgagor, or otherwise received with respect to such Mortgage Loan
      and
      (C) any nonrecoverable Servicing Advances following the final liquidation of
      a
      Mortgage Loan, but only to the extent that Late Collections, Liquidation
      Proceeds and Insurance Proceeds received with respect to such Mortgage Loan
      are
      insufficient to reimburse the Master Servicer or any Sub-Servicer for such
      Servicing Advances;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x)  [reserved];
      and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (v)  to
      pay
      any Extraordinary Trust Fund Expenses;

     

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

     

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

     

    
      	SECTION
              3.12  	
              Investment
                of Funds in the Collection Account and the Distribution
                Account.

            


    

     

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

     

    
      	 	
              (x)

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

            


    

     

    
      	 	
              (y)

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

            


    

     

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

     

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

     

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

     

    
      	SECTION
              3.13  	
              Maintenance
                of the Primary Mortgage Insurance Policies; Collections
                Thereunder.

            


    

     

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

     

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

     

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

     

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

            


    

     

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

     

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

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              3.16  	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.23 shall be
      advanced by the Master Servicer, subject to the Master Servicer’s right to be
      reimbursed therefor from the Collection Account as provided in Section
      3.11(a)(ix), such right of reimbursement being prior to the rights of
      Certificateholders to receive any amount in the Collection Account received
      in
      respect of the affected Mortgage Loan or other Mortgage Loans.

     

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

     

    (c)  The
      Master Servicer shall have the right to purchase from the Trust Fund any
      defaulted Mortgage Loan that is 90 days or more delinquent, which the Master
      Servicer determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee and the Trust Administrator, in form and substance satisfactory to
      the
      Trustee and the Trust Administrator prior to purchase), at a price equal to
      the
      Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
      shall be deposited in the Collection Account, and the Trustee (or a Custodian
      on
      behalf of the Trustee), upon receipt of written certification from the Master
      Servicer of such deposit, shall release or cause to be released to the Master
      Servicer the related Mortgage File and the Trustee (or a Custodian on behalf
      of
      the Trustee), upon receipt of written certification from the Master Servicer
      of
      such deposit, shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as the Master Servicer shall furnish
      and as shall be necessary to vest in the Master Servicer title to any Mortgage
      Loan released pursuant hereto.

     

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

     

    
      	SECTION
              3.17  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.18  	
              Servicing
                Compensation.

            


    

     

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

     

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

     

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

            


    

     

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

     

    
      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


    

     

    The
      Master Servicer shall deliver to the Depositor and the Trust Administrator,
      on
      or before March 15th
      of each
      calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
      of Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the Master Servicer during the preceding calendar year and of
      performance under this Agreement has been made under such officers’ supervision
      and (ii) to the best of such officers’ knowledge, based on such review, the
      Master Servicer has fulfilled all of its obligations under this Agreement in
      all
      material respects throughout such year, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status of cure provisions
      thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to
      deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
      any servicing responsibilities have been delegated with respect to the Mortgage
      Loans, to the Depositor and the Trust Administrator as described above as and
      when required with respect to the Master Servicer. 

     

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

     

    Failure
      of the Master Servicer to comply with this Section 3.20 shall be deemed a Master
      Servicer Event of Default and the Trustee at the direction of the Depositor
      shall, in addition to whatever rights the Trustee may have under this Agreement
      and at law or equity or to damages, including injunctive relief and specific
      performance, upon notice immediately terminate all of the rights and obligations
      of the Master Servicer under this Agreement and in and to the Mortgage Loans
      and
      the proceeds thereof without compensating the Master Servicer for the same.
      This
      paragraph shall supersede any other provision in this Agreement or any other
      agreement to the contrary. 

     

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

     

    
      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a)  The
      Master Servicer shall service and administer the Mortgage Loans in accordance
      with all applicable requirements of the Servicing Criteria (as set forth in
      Exhibit C hereto). The Master Servicer shall deliver to the Depositor and the
      Trust Administrator or cause to be delivered to the Depositor and the Trust
      Administrator, on or before March 1st
      of each
      calendar year beginning in 2007, the following: 

     

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

     

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


     

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

     

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

     

    (b)  As
      provided in 3.21(a)(iii) above, the Master Servicer shall, or shall cause any
      Sub-Servicer and each subcontractor determined by the Master Servicer to be
      “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB to, deliver to the Trust Administrator and the Depositor an
      Assessment of Compliance and Attestation Report as and when provided
      above.

     

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

     

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

     

    Failure
      of the Master Servicer to timely comply with this Section 3.21 shall be deemed
      a
      Master Servicer Event of Default, and upon the receipt of written notice from
      the Trustee of such Event of Default, the Trustee at the direction of the
      Depositor may, in addition to whatever rights the Trustee may have under this
      Agreement and at law or equity or to damages, including injunctive relief and
      specific performance, upon notice immediately terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    The
      Trust
      Administrator shall also provide an Assessment of Compliance and Attestation
      Report, as and when provided above, which shall at a minimum address each of
      the
      Servicing Criteria specified on Exhibit C hereto which are indicated as
      applicable to the Trust Administrator. The Paying Agent, Certificate Registrar
      and Authenticating Agent shall also provide an Assessment of Compliance and
      Attestation Report, as and when provided above, which shall at a minimum address
      each of the Servicing Criteria specified on Exhibit C hereto which are indicated
      as applicable to the Paying Agent, Certificate Registrar and Authenticating
      Agent. The Master Servicer shall on behalf of the Trustee enforce the
      obligations of the Custodian under the Custodial Agreement to provide an
      Assessment of Compliance and Attestation Report, as, when and to the extent
      set
      forth in the Custodial Agreement.

     

    The
      Master Servicer shall indemnify and hold harmless the Depositor and its
      officers, directors and Affiliates from and against any actual losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses that such Person may sustain
      based
      upon a breach of the Master Servicer’s obligations, as applicable, under this
      Section 3.21. The Trust Administrator shall indemnify and hold harmless the
      Depositor and its officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon any failure of the Trust Administrator to deliver when
      required its Assessment of Compliance and Attestation Report. The Paying Agent,
      Certificate Registrar and Authenticating Agent shall indemnify and hold harmless
      the Depositor and its officers, directors and Affiliates from and against any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based upon any failure of the Paying Agent, Certificate
      Registrar and Authenticating Agent to deliver when required its Assessment
      of
      Compliance.

     

    
      	SECTION
              3.22  	
              Access
                to Certain Documentation.

            


    

     

    The
      Master Servicer shall provide to the Office of the Controller of the Currency,
      the Office of Thrift Supervision, the FDIC, and any other federal or state
      banking or insurance regulatory authority that may exercise authority over
      any
      Certificateholder, access to the documentation regarding the Mortgage Loans
      required by applicable laws and regulations. Such access shall be afforded
      without charge, but only upon reasonable request and during normal business
      hours at the offices of the Master Servicer designated by it. In addition,
      access to the documentation regarding the Mortgage Loans required by applicable
      laws and regulations will be provided to such Certificateholder, the Trustee,
      the Trust Administrator and to any Person identified to the Master Servicer
      as a
      prospective transferee of a Certificate, upon reasonable request during normal
      business hours at the offices of the Master Servicer designated by it at the
      expense of the Person requesting such access.

     

    
      	SECTION
              3.23  	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

            


    

     

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

     

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

            


    

     

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

     

     

     

    ARTICLE
      IV


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	SECTION
              4.01  	
              Distributions.

            


    

     

    I.
      Group
      1 Certificates

    


    (a)  (1)On
      each
      Distribution Date, the Paying Agent, in accordance with calculations and
      determinations made by the Trust Administrator as reflected in the statement
      to
      Certificateholders prepared by the Trust Administrator pursuant to Section
      4.02,
      shall, 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 Group 1 Available Distribution Amount for such Distribution
      Date and shall distribute the following amounts, in the following order of
      priority:

     

    (A)  On
      each
      Distribution Date, the Interest Remittance Amount shall be distributed to the
      Group 1 Certificateholders in the following order of priority:

     

    (i)  concurrently,
      to the Holders of each Class of the Group 1 Class A Certificates, on a
pro
      rata
      basis
      based on the entitlement of each such Class, the Senior Interest Distribution
      Amount for each such Class; and

     

    (ii)  sequentially
      to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      Certificates, in that order, in an amount equal to the Interest Distribution
      Amount for each such Class.

     

    (B)(I) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Group 1
      Trigger Event is in effect, the Principal Distribution Amount shall be
      distributed in the following order of priority:

     

    (i)  to
      the
      Holders of the Group 1 Class A Certificates (allocated among the Classes of
      Group 1 Class A Certificates in the priority described in Section 4.01(I)(a)(2)
      below), until the Certificate Principal Balances of such Classes have been
      reduced to zero; and

     

    (ii)  sequentially,
      to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      Certificates, in that order, in each case, until the Certificate Principal
      Balance of such Class has been reduced to zero.

     

    (II) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Group
      1
      Trigger Event is not in effect, the Principal Distribution Amount shall be
      distributed in the following order of priority:

     

    (i)  to
      the
      Holders of the Group 1 Class A Certificates (allocated among the Classes of
      Group 1 Class A Certificates in the priority described in Section 4.01(I)(a)(2)
      below), the Group 1 Senior Principal Distribution Amount, until the Certificate
      Principal Balances of such Classes have been reduced to zero;

     

    (ii)  to
      the
      Holders of the Class 1-M1 Certificates, the Class 1-M1 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (iii)  to
      the
      Holders of the Class 1-M2 Certificates, the Class 1-M2 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (iv)  to
      the
      Holders of the Class 1-M3 Certificates, the Class 1-M3 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero; and

     

    (v)  to
      the
      Holders of the Class 1-M4 Certificates, the Class 1-M4 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero.

     

    (C) On
      each
      Distribution Date, the Net Monthly Excess Cashflow shall be distributed by
      the
      Paying Agent as follows:

     

    (i)  to
      the
      Holders of the Class or Classes of Group 1 Offered Certificates then entitled
      to
      receive distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount for Collateral Pool 1, distributable
      as
      part of the Principal Distribution Amount;

     

    (ii)  sequentially,
      to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      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 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      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 Group 1 Offered Certificates for such Distribution Date;

     

    (v)  to
      the
      Holders of the Class 1-CE Certificates, (a) the Interest Distribution Amount
      for
      such Class for such Distribution Date and any Overcollateralization Reduction
      Amount for such Distribution Date and (b) on any Distribution Date on which
      the
      aggregate Certificate Principal Balance of the Group 1 Offered Certificates
      have
      been reduced to zero, any remaining amounts in reduction of the Certificate
      Principal Balance of the Class 1-CE Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; and

     

    (vi)  to
      the
      Holders of the Group 1 Residual Certificates, any remaining
      amounts.

     

    (2) With
      respect to the Group 1 Class A Certificates, all principal distributions will
      be
      distributed concurrently, to (a) the Class 1-A1 Certificates, the Class 1-A2
      Certificates and the Class 1-A3 Certificates and (b) the Class 1-A4
      Certificates, on a pro
      rata
      basis
      based on the aggregate certificate principal balance of such classes, until
      the
      Certificate Principal Balance of each such class has been reduced to zero.
      Principal distributions pursuant to clause (a) of this paragraph will be
      distributed, sequentially, to the Class 1-A1, Class 1-A2 and Class 1-A3
      Certificates, in that order, until their respective Certificate Principal
      Balances have been reduced to zero. Notwithstanding the foregoing, on any
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Group 1 Subordinate Certificates has been reduced to zero, principal will be
      allocated first, concurrently, to the Class 1-A1, Class 1-A2 and Class 1-A3
      Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class, until their
      respective Certificate Principal Balances have been reduced to zero and second,
      to the Class 1-A4 Certificates, until its Certificate Principal Balance has
      been
      reduced to zero.

     

    (3) On
      each
      Distribution Date, after making the distributions of the Group 1 Available
      Distribution Amount as set forth above, the Paying Agent 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 Holders of the Group 1 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 Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      Certificates, in that order, the related Net WAC Rate Carryover
      Amount.

     

    (4) On
      each
      Distribution Date, after making the distributions of the Group 1 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 Paying Agent
      shall distribute the amount on deposit in the Cap Account as
      follows:

     

    (i)  concurrently,
      to the Holders of each Class of Group 1 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)  sequentially,
      to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      Certificates, in that order, the related Interest Distribution Amount and
      Interest Carry Forward Amount, to the extent remaining
      undistributed;

     

    (iii)  sequentially
      to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      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;

     

    (iv)  to
      the
      Holders of the Class or Classes of Group 1 Offered Certificates then entitled
      to
      receive distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount for Collateral Pool 1, distributable
      as
      part of the Principal Distribution Amount;

     

    (v)  concurrently,
      to the Holders of each Class of Group 1 Class A Certificates, the 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; 

     

    (vi)  sequentially,
      to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
      Certificates, in that order, the related Net WAC Rate Carryover Amount remaining
      undistributed; and

     

    (vii)  any
      remaining amounts, to the Holders of the Class 1-CE Certificates.

     

    (5) On
      each
      Distribution Date, the following amounts, in the following order of priority
      to
      the extent of the Group 1 Available Distribution Amount, shall be distributed
      by
      REMIC I-A to REMIC I-B on account of the REMIC I-A Regular Interests and
      distributed to the holders of the Class 1-R Certificates (in respect of the
      Class R-IA Interest), as the case may be:

     

      (i)
      to
      Holders of REMIC I-A Regular Interest LT-AA, REMIC I-A Regular Interest LT-1A1,
      REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC
      I-A
      Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular
      Interest LT-1M2, REMIC I-A Regular Interest LT-1M3, REMIC I-A Regular Interest
      LT-1M4 and REMIC I-A Regular Interest LT-ZZ, 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-A Regular Interest
      LT-ZZ shall be reduced when the REMIC I-A Overcollateralized Amount is less
      than
      the REMIC I-A Required Overcollateralized Amount, by the lesser of (x) the
      amount of such difference and (y) the Maximum LT-ZZ Uncertificated Interest
      Deferral Amount and such amounts will be payable to the Holders of REMIC I-A
      Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular
      Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest
      LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3
      and
      REMIC I-A Regular Interest LT-1M4, in the same proportion as the
      Overcollateralization Increase Amount is allocated to the Corresponding
      Certificates, and the Uncertificated Balance of REMIC I-A Regular Interest
      LT-ZZ
      shall be increased by such amount;

     

      (ii)
      to
      the
      Holders of REMIC I-A Regular Interests, in an amount equal to the remainder
      of
      the Group 1 Available Distribution Amount for such Distribution Date after
      the
      distributions made pursuant to clause (i) above, allocated as
      follows:

     

    (a) 98.00%
      of
      such remainder to the Holders of REMIC I-A Regular Interest LT-AA, until the
      Uncertificated Balance of such REMIC I-A Regular Interest is reduced to
      zero;

     

    (b) 2.00%
      of
      such remainder first, to the Holders of REMIC I-A Regular Interest LT-1A1,
      REMIC
      I-A Regular Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A
      Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular
      Interest LT-1M2, REMIC I-A Regular Interest LT-1M3 and REMIC I-A Regular
      Interest LT-1M4, and in the same proportion as principal payments are allocated
      to the Corresponding Certificates, until the Uncertificated Balances of such
      REMIC I-A Regular Interests are reduced to zero and second, to the Holders
      of
      REMIC I-A Regular Interest LT-ZZ, until the Uncertificated Balance of such
      REMIC
      I-A Regular Interest is reduced to zero; then

     

    (c)
       any
      remaining amount to the Holders of the Class 1-R Certificates (as Holder of
      the
      Class R-IA Interest).

     

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

    


    (b)  Following
      the foregoing distributions, an amount equal to the amount of Subsequent
      Recoveries with respect to Collateral Pool 1 shall be applied to increase the
      Certificate Principal Balance of the Class of Group 1 Offered Certificates
      remaining outstanding with the Highest Priority up to the extent of such
      Realized Losses previously allocated to that Class of Group 1 Offered
      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 Group 1 Offered Certificates remaining
      outstanding with the next Highest Priority, up to the amount of such Realized
      Losses previously allocated to that Class of Group 1 Offered Certificates
      pursuant to Section 4.04. Holders of such Group 1 Offered Certificates will
      not
      be entitled to any distribution in respect of interest on the amount of such
      increases for any Group 1 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 Group 1 Offered Certificate of such Class
      in accordance with its respective Percentage Interest.

     

    (c)  Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Group 1 Class A Certificate or a Group 1 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 Regular Interest relating to
      Collateral Pool 1 be reduced more than once in respect of any particular amount
      both (a) allocated to such Regular Interest in respect of Realized Losses
      pursuant to Section 4.04 and (b) distributed on such Regular Interest in
      reduction of the Uncertificated Balance thereof pursuant to this Section
      4.01.

     

    II.
      Group
      2 Certificates

    


    (a)  (1)
      On
      each Distribution Date, the Paying Agent, in accordance with calculations and
      determinations made by the Trust Administrator as reflected in the statement
      to
      Certificateholders prepared by the Trust Administrator pursuant to Section
      4.02,
      shall withdraw from the Distribution Account an amount equal to the Group 2
      Available Distribution Amount. Distributions on each Distribution Date with
      respect to the Group 2 Certificates will be made to the Holders of the
      applicable Certificates in the following amounts and order of priority, from
      the
      Group 2 Available Distribution Amount: 

     

    
      	 	
              A.
                

            	
              From
                the Group 2 Available Distribution
                Amount:

            


    

     

    
      	 	
              (i)

            	
              concurrently,
                to the Holders of the Class 2-A Certificates and the Class 2-AIO
                Certificates, and on the first distribution date, the Class 2-R
                Certificates, the Interest Distribution Amount for each such Class
                and
                such Distribution Date, on a pro
                rata basis
                based on their respective entitlements to interest pursuant to this
                clause;

            


    

     

    
      	 	
              (ii)

            	
              the
                Group 2 Senior Principal Distribution Amount for such Distribution
                Date,
                first to the Holders of the Class 2-R Certificates and then to the
                Holders
                of the Class 2-A Certificates, in each case until the Certificate
                Principal Balance thereof has been reduced to
                zero;

            


    

     

    
      	 	
              B.
                

            	
              From
                the Group 2 Available Distribution Amount remaining after the above
                distributions have been made:

            


    

     

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

            


    

     

    
      	(ii)  	
              to
                the Holders of the Group 2 Class B Certificates, each such Class’s
                allocable share of the Subordinate Principal Distribution Amount
                for such
                Distribution Date (calculated in accordance with Section 4.01(II)(b)(1)
                below), distributable among the Classes of Group 2 Class B Certificates
                in
                reduction of the Certificate Principal Balances thereof in the following
                order of priority: first, to the Class 2-B1 Certificates; second,
                to the
                Class 2-B2 Certificates; third, to the Class 2-B3 Certificates; fourth,
                to
                the Class 2-B4 Certificates; fifth, to the Class 2-B5 Certificates;
                and
                sixth, to the Class 2-B6 Certificates, in each case until the Certificate
                Principal Balance of each such Class is reduced to zero; and
                

            


    

     

    
      	(iii)  	
              to
                the Holders of the Class 2-R Certificates, any remaining
                amounts.

            


    

     

    On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC II-A to REMIC II-B on account of the REMIC II-A
      Regular Interests and distributed to the holders of the Class 2-R Certificates
      (in respect of the Class R-IIA Interest), as the case may be:

     

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

     

    Distributions
      of principal shall be deemed to be made to the REMIC II-A Regular Interests
      in
      the same manner and priority as such distributions are made to the Corresponding
      Certificates.

     

    (2) Immediately
      prior to the distributions to the Holders of the Group 2 Certificates on each
      Distribution Date, any adjustments to the Certificate Principal Balances of
      the
      Group 2 Certificates, as required by this paragraph shall be made. For
      Collateral Pool 2, an amount equal to the lesser of (x) the amount of related
      Subsequent Recoveries included in the related Available Distribution Amount
      for
      such Distribution Date and (y) the aggregate amount of related Realized Losses,
      other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard
      Losses and Extraordinary Losses, previously allocated to Classes of Group 2
      Certificates that remain outstanding shall be applied as follows: first, to
      increase the Certificate Principal Balance of the Class of Group 2 Certificates
      with the highest payment priority to which such Realized Losses were previously
      allocated, to the extent of any such Realized Losses previously allocated to
      such Class of Certificates and remaining “unreimbursed”; second, to increase the
      Certificate Principal Balance of the Class of Group 2 Certificates with the
      next
      highest payment priority to which such Realized Losses were previously
      allocated, to the extent of any such Realized Losses previously allocated to
      such Class of Group 2 Certificates and remaining “unreimbursed”; and so forth.
      For purposes of the foregoing, with respect to any Class of Group 2
      Certificates, the amount of previously allocated Realized Losses that have
      been
      offset by an increase in Certificate Principal Balances as provided above shall
      be deemed no longer “unreimbursed.” Holders of any Class of Group 2 Certificates
      with respect to which there shall have been a Certificate Principal Balance
      increase pursuant to this paragraph will not be entitled to any distribution
      in
      respect of interest on the amount of such increase for any Group 2 Interest
      Accrual Period preceding the Distribution Date on which such increase occurs.
      Any such increases shall be applied to the Certificate Principal Balances of
      each Class of Group 2 Certificates in accordance with its respective Percentage
      Interest.

     

    All
      references above to the Certificate Principal Balances of any Class of Group
      2
      Certificates shall be to the Certificate Principal Balances of such Class of
      Group 2 Certificates, prior to the allocation of Extraordinary Trust Fund
      Expenses and Realized Losses, in each case allocated to such Class of Group
      2
      Certificates on such Distribution Date pursuant to Section 4.04.

     

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

     

    (2) On
      any
      Distribution Date, the amounts described in clauses (ii)(b) and (c) of the
      definition of Subordinate Principal Distribution Amount will be allocated on
      a
pro
      rata
      basis
      among the following Classes of Group 2 Class B Certificates (each, an “Eligible
      Class”) in proportion to the respective outstanding Certificate Principal
      Balances thereof: (i) the Class 2-B1 Certificates, (ii) the Class 2-B2
      Certificates, if on such Distribution Date the
      aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B2
      Certificates,
      the
      Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class 2-B5
      Certificates and the Class 2-B6 Certificates equals or exceeds 3.30% before
      giving effect to distributions on such Distribution Date, (iii) the Class 2-B3
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 2 evidenced by the Class 2-B3 Certificates, the Class 2-B4
      Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals
      or exceeds 2.20% before giving effect to distributions on such Distribution
      Date, (iv) the Class 2-B4 Certificates, if on such Distribution Date the
      aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B4
      Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals
      or exceeds 1.50% before giving effect to distributions on such Distribution
      Date, (v) the Class 2-B5 Certificates, if on such Distribution Date the
      aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B5
      Certificates and the Class 2-B6 Certificates equals or exceeds 0.50% before
      giving effect to distributions on such Distribution Date and (vi) the Class
      2-B6
      Certificates, if on such Distribution Date the percentage interest in Collateral
      Pool 2 evidenced by the Class 2-B6 Certificates equals or exceeds 0.25% before
      giving effect to distributions on such Distribution Date. If any of the
      foregoing Certificates is not an Eligible Class, any amounts allocable to
      principal and distributable pursuant to this Section 4.01(II)(b)(2) will be
      distributed among the Certificates that are Eligible Classes in the manner
      set
      forth above.

     

    Notwithstanding
      the foregoing, if the application of the foregoing on any Distribution Date
      as
      provided in Section 4.01 would result in a distribution in respect of principal
      to any Class or Classes of Group 2 Class B Certificates in an amount greater
      than the remaining Certificate Principal Balance thereof (any such Class, a
      “Maturing Class”) then: (a) the amount to be allocated to each Maturing Class
      shall be reduced to a level that, when applied as described above, would exactly
      reduce the Certificate Principal Balance of such Class to zero and (b) the
      total
      amount of the reduction in the amount to be allocated to the Maturing Class
      or
      Classes shall be allocated among the remaining related Eligible Classes on
      a
pro
      rata
      basis in
      proportion to the respective outstanding Certificate Principal Balances thereof
      prior to the allocation thereto of any of the amounts described in the preceding
      sentence.

     

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

     

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

     

    (b)  The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Depositor, the Trustee, the Trust Administrator, the
      Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master
      Servicer shall in any way be responsible or liable to the Holders of any other
      Class of Certificates in respect of amounts properly previously distributed
      on
      the Certificates.

     

    (c)  Except
      as
      otherwise provided in Section 9.01, whenever the Trust Administrator expects
      that the final distribution with respect to any Class of Certificates will
      be
      made on the next Distribution Date, the Trust Administrator shall so timely
      advise the Paying Agent and the Paying Agent shall, no later than five days
      after the latest related Determination Date, mail on such date to each Holder
      of
      such Class of Certificates a notice to the effect that:

    


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

     

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

     

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

     

    
      	SECTION
              4.02  	
              Statements
                to Certificateholders.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vii)  with
      respect to each Collateral Pool, the number and aggregate unpaid principal
      balance of related Mortgage Loans that are (a) delinquent 30 to 59 days, (b)
      delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of
      the
      last day of the preceding calendar month, (d) as to which foreclosure
      proceedings have been commenced and (e) with respect to which the related
      Mortgagor has filed for protection under applicable bankruptcy laws, with
      respect to whom bankruptcy proceedings are pending or with respect to whom
      bankruptcy protection is in force (such delinquencies for all purposes in this
      Agreement as calculated using the MBA method);

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xv)  the
      Pass-Through Rate Amount in respect of each such Class of Certificates for
      such
      Distribution Date and the Interest Distribution Amount in respect of each such
      Class of Certificates for
      such
      Distribution Date and the respective portions thereof, if any, remaining unpaid
      following the distributions made in respect of such Certificates on such
      Distribution Date;

     

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

     

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

     

    (xviii)  with
      respect to Collateral Pool 2, the then-applicable Bankruptcy Amount, Fraud
      Loss
      Amount, and Special Hazard Amount;

     

    (xix)  with
      respect to each Collateral Pool, the applicable Record Date for each Class
      for
      such Distribution Date; 

     

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

     

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

     

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

     

    (xxiii)  whether
      related Realized Losses or delinquencies are at levels such as to prevent
      scheduled declines in the Group 2 Senior Prepayment Percentage; 

     

    (xxiv)  with
      respect to Collateral Pool 1, deposits, if any, made into and payments, if
      any,
      made from, each of the Net WAC Rate Carryover Reserve Account and the Cap
      Account and the amount distributed to the Group 1 Offered Certificates from
      such
      payments from each such account; 

     

    (xxv)  with
      respect to Collateral Pool 1, 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;

     

    (xxvi)  with
      respect to Collateral Pool 1, whether a Stepdown Date or Group 1 Trigger Event
      is in effect, and with respect to Collateral Pool 2, whether Realized Losses
      on
      the Group 2 Mortgage Loans to date are less than the applicable Trigger Amount;
      

     

    (xxvii)  with
      respect to each Collateral Pool, the total cashflows received and the general
      sources thereof; and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    At
      the
      request of and at the expense of the Class 1-CE Certificateholder, the Master
      Servicer shall make available any loan-level information with respect to the
      Group 1 Mortgage Loans in the possession of the Master Servicer from time to
      time, at such times and in such format as the Master Servicer and such Holder
      may agree.

     

    
      	SECTION
              4.03  	
              Remittance
                Reports; P&I Advances.

            


    

     

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

     

    (b)  The
      amount of P&I Advances to be made by the Master Servicer for any
      Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
      aggregate amount of Monthly Payments (with each interest portion thereof net
      of
      the related Servicing Fee), due on the related Due Date in respect of the
      Mortgage Loans, which Monthly Payments were delinquent as of the close of
      business on the related Determination Date and (ii) with respect to each REO
      Property, which REO Property was acquired during or prior to the related
      Prepayment Period and as to which such REO Property an REO Disposition did
      not
      occur during the related Prepayment Period, an amount equal to the Monthly
      Payments (with each interest portion thereof net of the related Servicing Fee)
      that would have been due on the related Due Date in respect of the related
      Mortgage Loans.

     

    On
      or
      before 12:00 p.m. New York time on the Master Servicer Remittance Date, the
      Master Servicer shall remit in immediately available funds to the Paying Agent
      for deposit in the Distribution Account an amount equal to the aggregate amount
      of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO
      Properties for the related Distribution Date either (i) from its own funds
      or,
      if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in
      payment of required P&I Advances or (ii) from the Collection Account, to the
      extent of funds held therein for future distribution (in which case, it will
      cause to be made an appropriate entry in the records of Collection Account
      that
      amounts held for future distribution have been, as permitted by this Section
      4.03, used by the Master Servicer in discharge of any such P&I Advance) or
      (iii) in the form of any combination of (i) and (ii) aggregating the total
      amount of P&I Advances to be made by the Master Servicer with respect to the
      Mortgage Loans and REO Properties. Any amounts held for future distribution
      and
      so used shall be appropriately reflected in the Master Servicer’s records and
      replaced by the Master Servicer by deposit in the Collection Account on or
      before any future Master Servicer Remittance Date to the extent that the
      Available Distribution Amount for the related Distribution Date (determined
      without regard to P&I Advances to be made on the Master Servicer Remittance
      Date) shall be less than the total amount that would be distributed to the
      Classes of Certificateholders pursuant to Section 4.01 on such Distribution
      Date
      if such amounts held for future distributions had not been so used to make
      P&I Advances. The Trust Administrator will provide notice to the Master
      Servicer by telecopy by the close of business on the Master Servicer Remittance
      Date in the event that the amount remitted by the Master Servicer to the Trust
      Administrator on such Master Servicer Remittance Date is less than the P&I
      Advances required to be made by the Master Servicer for the related Distribution
      Date.

     

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

     

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

     

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

     

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

            


    

     

    I.
      Group
      1 Certificates

    


    (a)  Prior
      to
      each Distribution Date, the Master Servicer shall determine as to each Group
      1
      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 Master Servicer shall also determine as to each Group
      1
      Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in
      connection with any Deficient Valuations made during the related Prepayment
      Period; and (B) the total amount of Realized Losses, if any, incurred in
      connection with Debt Service Reductions in respect of Monthly Payments due
      during the related Due Period. The information described in the two preceding
      sentences that is to be supplied by the Master Servicer shall be either included
      in the related Remittance Report or evidenced by an Officers’ Certificate
      delivered to the Trust Administrator, the Paying Agent and the Trustee by the
      Master Servicer prior to the Determination Date immediately following the end
      of
      (x) in the case of Bankruptcy Losses allocable to interest, the Due Period
      during which any such Realized Loss was incurred, and (y) in the case of all
      other Realized Losses, the Prepayment Period during which any such Realized
      Loss
      was incurred.

     

    (b)  Following
      all distributions to be made pursuant to Section 4.01 on a Distribution Date,
      all Realized Losses on the Group 1 Mortgage Loans determined by the Master
      Servicer as described in Section 4.04(I)(a) above shall be allocated on each
      Distribution Date as follows: first, to the Interest Distribution Amount for
      the
      Class 1-CE Certificates for the related Interest Accrual Period; second, to
      payments received under the Interest Rate Cap Agreement; third, to the Class
      1-CE Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero; fourth, to each class of Group 1 Mezzanine Certificates in
      reverse numerical order 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 Group 1 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 1-CE Certificates shall be made by reducing the amount otherwise payable
      in respect thereof pursuant to Section 4.01(I)(a)(1)(C)(v). No allocations
      of
      any Realized Losses shall be made to the Certificate Principal Balances of
      the
      Group 1 Class A Certificates.

     

    (c)
       All
      Realized Losses on the Collateral Pool 1 Mortgage Loans shall be allocated
      by
      the Trust Administrator on each Distribution Date to the following REMIC I-A
      Regular Interests in the specified percentages, as follows: first, to
      Uncertificated Interest payable to the REMIC I-A Regular Interest LT-AA and
      REMIC I-A Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC
      I-A Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
      Uncertificated Balances of the REMIC I-A Regular Interest LT-AA and REMIC I-A
      Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC I-A
      Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
      Uncertificated Balances of REMIC I-A Regular Interest LT-AA, REMIC I-A Regular
      Interest LT-1M4 and REMIC I-A Regular Interest LT-ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I-A Regular Interest
      LT-1M4 has been reduced to zero; fourth, to the Uncertificated Balances of
      REMIC
      I-A Regular Interest LT-AA, REMIC I-A Regular Interest LT-1M3 and REMIC I-A
      Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC I-A Regular Interest LT-1M3 has been reduced to zero; fifth,
      to
      the Uncertificated Balances of REMIC I-A Regular Interest LT-AA, REMIC I-A
      Regular Interest LT-1M2 and REMIC I-A Regular Interest LT-ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I-A Regular Interest
      LT-1M2 has been reduced to zero; and sixth, to the Uncertificated Balances
      of
      REMIC I-A Regular Interest LT-AA, REMIC I-A Regular Interest LT-1M1 and REMIC
      I-A Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC I-A Regular Interest LT-1M1 has been reduced
      to
      zero

    


    II.
      Group
      2 Certificates

    


    (a)  Prior
      to
      each Distribution Date, the Master Servicer shall determine as to each Group
      2
      Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if
      any,
      incurred in connection with any Final Recovery Determinations made during the
      related Prepayment Period; (ii) whether and the extent to which such Realized
      Losses constituted Fraud Losses or Special Hazard Losses; and (iii) the
      respective portions of such Realized Losses allocable to interest and allocable
      to principal. Prior to each Distribution Date, the Master Servicer shall also
      determine as to each Group 2 Mortgage Loan: (A) the total amount of Realized
      Losses, if any, incurred in connection with any Deficient Valuations made during
      the related Prepayment Period; and (B) the total amount of Realized Losses,
      if
      any, incurred in connection with Debt Service Reductions in respect of Monthly
      Payments due during the related Due Period. The information described in the
      two
      preceding sentences that is to be supplied by the Master Servicer shall be
      evidenced by an Officers’ Certificate delivered to the Trust Administrator, the
      Paying Agent and the Trustee by the Master Servicer prior to the Determination
      Date immediately following the end of (x) in the case of Bankruptcy Losses
      allocable to interest, the Due Period during which any such Realized Loss was
      incurred, and (y) in the case of all other Realized Losses, the Prepayment
      Period during which any such Realized Loss was incurred.

     

    (b)  Following
      all distributions to be made pursuant to Section 4.01 on a Distribution Date,
      all Realized Losses on the Group 2 Mortgage Loans determined by the Master
      Servicer as described in Section 4.04(II)(a) above (other than Excess Losses)
      shall be allocated on each Distribution Date in reverse sequential order to
      the
      Group 2 Class B Certificates, in each case until the Certificate Principal
      Balance thereof has been reduced to zero. 

     

    Thereafter,
      with respect to Collateral Pool 2, upon the reduction of the Certificate
      Principal Balances of the Group 2 Class B Certificates to zero, all such
      Realized Losses on the Group 2 Mortgage Loans (other than Excess Losses) shall
      be allocated on any Distribution Date to the Class 2-A Certificates.


     

    Excess
      Losses on the Group 2 Mortgage Loans incurred during any Prepayment Period
      will
      be allocated on the related Distribution Date by allocating (i) the Group 2
      Senior Percentage of the Excess Loss to the Class 2-A Certificates and (ii)
      the
      Group 2 Subordinate Percentage of the Excess Loss to the Group 2 Class B
      Certificates on a pro
      rata
      basis.


     

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

     

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

     

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

     

    (c)  Notwithstanding
      anything to the contrary herein, in no event shall the Certificate Principal
      Balance of a Group 2 Class A Certificate be reduced more than once in respect
      of
      any particular amount both (i) allocable to such Certificate in respect of
      Realized Losses or Extraordinary Trust Fund Expenses pursuant to Section 4.04
      and (ii) payable to the Holder of such Certificate pursuant to Section
      4.01(II)(a) as a portion of the Group 2 Senior Principal Distribution
      Amount.

     

    Realized
      Losses on Collateral Pool 2 shall be applied to the REMIC II-A Regular Interests
      in the same manner and priority as such Realized Losses are applied to the
      Corresponding Certificates.

    


     

    
      	SECTION
              4.05  	
              Compliance
                with Withholding Requirements.

            


    

     

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

     

    
      	SECTION
              4.06  	
              Commission
                Reporting.

            


    

     

    (a)  (i)
      Within 15 calendar days after each Distribution Date, the Trust Administrator
      shall, in accordance with industry standards, file with the Commission via
      the
      Electronic Data Gathering and Retrieval System (“EDGAR”), a distribution report
      on Form 10-D, signed by the Master Servicer, with a copy of the monthly
      statement to be furnished by the Trust Administrator to the Certificateholders
      for such Distribution Date. Any disclosure in addition to the monthly statement
      required to be included on the Form 10-D (“Additional Form 10-D Disclosure”)
      shall be determined and prepared by the entity that is indicated in Exhibit
      B as
      the responsible party for providing that information, and shall be reported
      by
      such entity to the Depositor and the Trust Administrator and approved by the
      Depositor. The
      Trust
      Administrator shall have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-D Disclosure absent such reporting
      (other than in the case where the Trust Administrator is the reporting party
      as
      set forth in Exhibit B) and approval,
      and the
      Trust Administrator will have no duty or liability to verify the accuracy or
      sufficiency of any such Additional Form 10-D Disclosure (except in any case
      where the Trust Administrator is the responsible party for providing that
      information pursuant to Exhibit B).

     

    Within
      5
      calendar days after the related Distribution Date (or if not a Business Day,
      the
      immediately preceding Business Day), each entity that is indicated in Exhibit
      B
      as the responsible party for providing Additional Form 10-D Disclosure shall
      be
      required to provide to the Trust Administrator and the Depositor, to the extent
      known, in EDGAR-compatible format, or in such other form as otherwise agreed
      upon by the Trust Administrator and the Depositor and such party, and clearly
      identifying which item of Form 10-D the information relates to, any Additional
      Form 10-D Disclosure, if applicable. The Trust Administrator shall compile
      the
      information provided to it, prepare the Form 10-D and forward the Form 10-D
      to
      the Depositor. The Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the Additional Form 10-D Disclosure.


     

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

     

    (ii)  Within
      4
      Business Days after the occurrence of an event requiring disclosure on Form
      8-K
      (each such event, a “Reportable Event”), the Trust Administrator shall prepare
      and file, at the direction of the Depositor, on behalf of the Trust, any Form
      8-K, as required by the Exchange Act; provided that, the Depositor shall file
      the initial Form 8-K in connection with the issuance of the Certificates. Any
      disclosure or information related to a Reportable Event or that is otherwise
      required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall
      be, pursuant to the paragraph immediately below, reported by the responsible
      parties set forth on Exhibit B to the Trust Administrator and the Depositor
      and
      approved by the Depositor, and the Trust Administrator will have no duty or
      liability for any failure hereunder to determine or prepare any Form 8-K absent
      such reporting (other than in the case where the Trust Administrator is the
      reporting party as set forth in Exhibit B) and approval.

     

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

     

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

     

    (iii)  Within
      90
      days after the end of each fiscal year of the Trust or such earlier date as
      may
      be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust ends on December 31st of each
      year), commencing in March 2007, the Trust Administrator shall prepare and
      file
      on behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Trust Administrator within
      the applicable time frames set forth in this Agreement, (I) an Annual Statement
      of Compliance for the Master Servicer and any Sub-servicer, as provided under
      Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer,
      each Sub-servicer and subcontractor participating in the servicing function,
      the
      Trust Administrator, the Paying Agent and the Custodian, as provided under
      Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or
      subcontractor’s participating in the servicing function, the Trust
      Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or
      subcontractor’s participating in the servicing function, the Trust
      Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance
      is not included as an exhibit to such Form 10-K, disclosure that such report
      is
      not included and an explanation why such report is not included, (III)(A) the
      Attestation Report for the Master Servicer, each Sub-servicer and subcontractor
      participating in the servicing function, the Trust Administrator, the Paying
      Agent and the Custodian, as provided under Section 3.21, and (B) if any
      Attestation Report rendered as contemplated under Section 3.21 identifies any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such Attestation Report is not included as an exhibit
      to such Form 10-K, disclosure that such report is not included and an
      explanation why such report is not included, and (IV) a Master Servicer
      Certification in the form prescribed by Exhibit H (provided, however, that
      the
      Trust Administrator, at its discretion, may omit from the Form 10-K any annual
      compliance statement, assessment of compliance or attestation report that is
      not
      required to be filed with such Form 10-K pursuant to Regulation AB). Any
      disclosure or information in addition to (I) through (IV) above that is required
      to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
      pursuant to the paragraph immediately below, reported by the responsible parties
      set forth on Exhibit B to the Trust Administrator and the Depositor and approved
      by the Depositor, and the Trust Administrator will have no duty or liability
      for
      any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure absent such reporting (other than in the case where the Trust
      Administrator is the reporting party as set forth in Exhibit B) and
      approval.

     

    No
      later
      than March 15th of each year that the Trust is subject to the Exchange Act
      reporting requirements, commencing in 2007, (A) the responsible parties set
      forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv)
      below to the Trust Administrator and the Depositor, to the extent known by
      a
      responsible officer thereof, in EDGAR-compatible format, or in such other form
      as otherwise agreed upon by the Trust Administrator and the Depositor and such
      party, the form and substance of any Additional Form 10-K Disclosure, if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K. 

     

    After
      preparing the Form 10-K, the Trust Administrator shall forward electronically
      a
      copy of the Form 10-K to the Depositor and the Master Servicer for review.
      Within 3 Business Days after receipt of such copy, but no later than March
      25th
      (provided that, the Trust Administrator forwards a copy of the Form 10-K no
      later than the 3rd Business Day prior to March 25th), the Depositor shall notify
      the Trust Administrator in writing (which may be furnished electronically)
      of
      any changes to or approval of such Form 10-K. In the absence of receipt of
      any
      written changes or approval, the Trust Administrator shall be entitled to assume
      that such Form 10-K is in final form and the Trust Administrator may proceed
      with the execution and filing of the Form 10-K. No later than 12:00 p.m. Eastern
      Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an
      officer of the Master Servicer in charge of the master servicing function shall
      sign the Form 10-K and return an electronic or fax copy of such signed Form
      10-K
      (with an original executed hard copy to follow by overnight mail) to the Trust
      Administrator. If a Form 10-K cannot be filed on time or if a previously filed
      Form 10-K needs to be amended, the Trust Administrator will follow the
      procedures set forth in Section 4.06(a)(v). Once the Form 10-K has been filed
      with the Commission it will be available through EDGAR at www.sec.gov. The
      Trust
      Administrator will provide copies of the report to investors, free of charge,
      upon request. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Trust Administrator of their respective duties
      under
      Sections 4.06(a)(iii) through (v) related to the timely preparation, execution
      and filing of Form 10-K is contingent upon such parties strictly observing
      all
      applicable deadlines in the performance of their duties under such Sections
      and
      under Section 3.20 and Section 3.21. Neither the Master Servicer nor the Trust
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file such Form 10-K, where such failure results from the Master
      Servicer’s or the Trust Administrator’s inability or failure to receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    The
      Master Servicer shall deliver the Master Servicer Certification, executed by
      an
      officer of the Master Servicer in charge of the master servicing function,
      to
      the Trust Administrator not later than March 15th of each year in which the
      Trust is subject to the reporting requirements of the Exchange Act.
      (b) In
      connection with the filing of any 10-K hereunder, in the case where the Master
      Servicer and Trust Administrator are not affiliated, the Trust Administrator
      shall sign a Back-Up Certification substantially in the form of Exhibit I;
      provided, however, that the Trust Administrator shall not be required to
      undertake an analysis of any accountant’s report attached as an exhibit to the
      Form 10-K.

     

    (iv)  With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
      include such Additional Disclosure in the applicable Exchange Act report is
      subject to receipt from the entity that is indicated in Exhibit B as the
      responsible party for providing that information, if other than the Trust
      Administrator, as and when required as described in Section 4.06(a)(i) through
      (iii) above. Each of the Master Servicer, Sponsor, Trust Administrator and
      Depositor hereby agrees to notify and provide to the extent known to the Master
      Servicer, the Sponsor, the Trust Administrator and the Depositor all Additional
      Disclosure relating to the Trust Fund, with respect to which such party is
      indicated in Exhibit B as the responsible party for providing that information.
      

     

    So
      long
      as the Depositor is subject to the filing requirements of the Exchange Act
      with
      respect to the Trust Fund, the Trustee shall notify the Trust Administrator
      and
      the Depositor of any bankruptcy or receivership with respect to the Trustee
      or
      of any proceedings of the type described under Item 1117 of Regulation AB that
      have occurred as of the related Due Period, together with a description thereof,
      no later than the date on which such information is required of other parties
      hereto as set forth under this Section 4.06. In addition, the Trustee shall
      notify the Trust Administrator and the Depositor of any affiliations or
      relationships that develop after the Closing Date between the Trustee and the
      Depositor, the Sponsor, the Trust Administrator, the Master Servicer, the
      Servicer or the Custodian of the type described under Item 1119 of Regulation
      AB, together with a description thereof, no later than the date on which such
      information is required of other parties hereto as set forth under this Section
      4.06.

     

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

     

    (v)  (A)On
      or
      prior to January 30th of the first year in which the Trust Administrator is
      able
      to do so under applicable law, the Trust Administrator shall prepare and file
      a
      Form 15 relating to the automatic suspension of reporting in respect of the
      Trust under the Exchange Act. 

     

    (B) In
      the
      event that the Trust Administrator is unable to timely file with the Commission
      all or any required portion of any Form 8-K, 10-D or 10-K required to be filed
      by this Agreement because required disclosure information was either not
      delivered to it or delivered to it after the delivery deadlines set forth in
      this Agreement or for any other reason, the Trust Administrator shall promptly
      notify the Depositor and the Master Servicer. In the case of Form 10-D and
      10-K,
      the Depositor, the Master Servicer and the Trust Administrator shall cooperate
      to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant
      to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust
      Administrator will, upon receipt of all required Form 8-K Disclosure Information
      and upon the approval and direction of the Depositor, include such disclosure
      information on the next Form 10-D. In the event that any previously filed Form
      8-K, 10-D or 10-K needs to be amended, and such amendment relates to any
      Additional Disclosure, the Trust Administrator shall notify the Depositor and
      the parties affected thereby and such parties will cooperate to prepare any
      necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment
      to Form 8-K, 10-D or 10-K shall be signed by a duly authorized officer of the
      Master Servicer. The parties hereto acknowledge that the performance by the
      Master Servicer and the Trust Administrator of their respective duties under
      this Section 4.06(a)(v) related to the timely preparation, execution and filing
      of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
      contingent upon the Master Servicer and the Depositor timely performing their
      duties under this Section. Neither the Master Servicer nor the Trust
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
      8-K,
      10-D or 10-K, where such failure results from the Master Servicer’s or the Trust
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    The
      Depositor agrees to promptly furnish to the Trust Administrator, from time
      to
      time upon request, such further information, reports and financial statements
      within its control related to this Agreement or the Mortgage Loans as the Trust
      Administrator reasonably deems appropriate to prepare and file all necessary
      reports with the Commission. The Trust Administrator shall have no
      responsibility to file any items other than those specified in this Section
      4.06; provided, however, the Trust Administrator shall cooperate with the
      Depositor in connection with any additional filings with respect to the Trust
      Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
      incurred by the Trust Administrator in connection with this Section 4.06 shall
      not be reimbursable from the Trust Fund.

     

    (b)  Without
      limiting any other indemnification provided pursuant to any other Section of
      this Agreement, the Trust Administrator shall indemnify and hold harmless,
      the
      Depositor and the Master Servicer and each of their respective officers,
      directors and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon a breach of the Trust
      Administrator’s obligations under Sections 3.21 or 4.06 or the Trust
      Administrator’s negligence, bad faith or willful misconduct in connection
      therewith. In addition, the Trust Administrator shall indemnify and hold
      harmless the Depositor and each of its officers, directors and affiliates and
      the Master Servicer from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that (i) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      Back-Up Certification, the Assessment of Compliance, any Additional Disclosure
      or other information provided by the Trust Administrator pursuant to Section
      3.21 or 4.06 (the “Trust Administrator Information”), or (ii) arise out of or
      are based upon the omission or alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading; provided,
      by
      way of clarification, that clause (ii) of this paragraph shall be construed
      solely by reference to the Trust Administrator Information and not to any other
      information communicated in connection with the Certificates, without regard
      to
      whether the Trust Administrator Information or any portion thereof is presented
      together with or separately from such other information.

     

    Without
      limiting any other indemnification provided pursuant to any other Section of
      this Agreement, the Master Servicer shall indemnify and hold harmless the Trust
      Administrator and the Depositor and each of its respective officers, directors
      and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon a breach of the
      obligations of the Master Servicer under
      Sections 3.20, 3.21 and 4.06 or
      the
      Master Servicer’s negligence, bad faith or willful misconduct in connection
      therewith In addition, the Master Servicer shall indemnify and hold harmless
      the
      Depositor and each of its officers, directors and affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon (i) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact contained in the Master Servicer
      Certification, the Annual Statement of Compliance, the Assessment of Compliance,
      any Additional Disclosure or other information provided by the Master Servicer
      pursuant to Section 3.20, 3.21 or 4.06 (the “Master Servicer Information”), or
      (ii) arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances in which they were made,
      not
      misleading; provided, by way of clarification, that clause (ii) of this
      paragraph shall be construed solely by reference to the Master Servicer
      Information and not to any other information communicated in connection with
      the
      Certificates, without regard to whether the Master Servicer Information or
      any
      portion thereof is presented together with or separately from such other
      information.

     

    In
      addition, without limiting any other indemnification provided pursuant to any
      other Section of this Agreement, the Paying Agent shall indemnify and hold
      harmless the Depositor and its officers, directors and Affiliates from and
      against any actual losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments and other costs and
      expenses arising out of third party claims based upon a breach of the Paying
      Agent’s obligations under Section 4.06. If the indemnification provided for
      under this paragraph is unavailable or insufficient to hold harmless the
      Depositor, then the Paying Agent agrees that it shall contribute to the amount
      paid or payable by the Depositor as a result of the losses, claims, damages
      or
      liabilities of the Depositor in such proportion as is appropriate to reflect
      the
      relative fault of the Depositor on the one hand and the Paying Agent on the
      other. Notwithstanding the foregoing, in no event shall the Paying Agent be
      liable under this paragraph for any consequential, indirect or punitive
      damages.

     

    
      	SECTION
              4.07  	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Paying Agent shall establish and maintain a separate,
      segregated trust account titled, “Net WAC Rate Carryover Reserve Account,
      Citibank, N.A., as Paying Agent, in trust for the registered holders of
      Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
      2006-AR9.” The Net WAC Rate Carryover Reserve Account will be an “outside
      reserve fund” within the meaning of Treasury Regulation Section
      1.860G-2(h).

     

    (b)  On
      each
      Distribution Date, the Paying Agent has been directed by the Class 1-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 1-CE
      Certificateholders. On each such Distribution Date, the Paying Agent shall
      hold
      all such amounts for the benefit of the Holders of the Group 1 Offered
      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 Group 1 Offered Certificates in the amounts and
      priorities set forth in Section 4.01(I)(a)(3).

     

    On
      each
      Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
      on
      the Group 1 Offered Certificates, any amounts remaining in the Net WAC Rate
      Carryover Reserve Account, shall be payable to the Paying Agent 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 1-CE Certificates
      unless and until the date when either (a) there is more than one Class 1-CE
      Certificateholder or (b) any Class of Certificates in addition to the Class
      1-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. All amounts deposited into the Net WAC Rate Carryover
      Reserve Account shall be treated as amounts distributed by REMIC I-B to the
      Holder of the Class 1-CE Certificates. Upon the termination of the Trust Fund,
      or the payment in full of the Group 1 Offered 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 1-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 Group 1 Offered 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 1-CE Certificate, each Class 1-CE Certificateholder hereby
      agrees to direct the Paying Agent, and the Paying Agent 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 1-CE Certificateholders. By accepting a Class 1-CE Certificate, each
      Class
      1-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
      Group 1 Offered Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Rate Carryover Amount shall be
      assigned a value of zero.

     

    
      	SECTION
              4.08  	
              Cap
                Account

            


    

     

    (a)  No
      later
      than the Closing Date, the Cap 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 2006-AR9, Mortgage Pass-Through Certificates, Series 2006-AR9—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 Group 1 Offered 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(I)(a)(4) 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 1-CE Certificates unless and until the
      date when either (a) there is more than one Class 1-CE Certificateholder or
      (b)
      any Class of Group 1 Certificates in addition to the Class 1-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. Upon the termination of the Trust Fund,
      or
      the payment in full of the Group 1 Offered Certificates, all amounts remaining
      on deposit in the Cap Account shall be released by the Trust Fund and
      distributed to the Class 1-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 Group 1 Offered 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 1-CE Certificate, each Class 1-CE Certificateholder hereby
      agrees to direct the Paying Agent, and the Paying Agent is hereby directed,
      to
      deposit into the Cap Account the amounts described above on each Distribution
      Date.

     

    Upon
      an
      early termination of the Interest Rate Cap Agreement other than in connection
      with the optional termination of the Trust pursuant to Section 9.01 of the
      Agreement, the Cap Trustee will use reasonable efforts to appoint a successor
      Interest Rate Cap Provider. The Cap Administrator on behalf of the Cap Trustee
      will apply any Interest Rate Cap Agreement termination payment received from
      the
      original Interest Rate Cap Provider in connection with such early termination
      of
      the Interest Rate Cap Agreement to the upfront payment required to appoint
      the
      successor Interest Rate Cap Provider. If the Cap Trustee is unable to appoint
      a
      successor Interest Rate Cap Provider within 30 days of the Interest Rate Cap
      Agreement early termination, then the Cap Trustee will establish, and will
      deposit any cap termination payment received from the original Interest Rate
      Cap
      Provider into, a separate, non-interest bearing reserve account (a “Cap
      Termination 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 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 Section 3(a) of the Cap Administration Agreement.
      

     

    Upon
      a
      Interest Rate Cap Agreement early termination in connection with the optional
      termination of the trust, if the Cap Trustee or the Cap Administrator on its
      behalf receives a Interest Rate Cap Agreement termination payment from the
      Interest Rate Cap Provider, such Interest Rate Cap Agreement termination payment
      will be distributed in accordance with the terms of the Cap Administration
      Agreement.

     

    For
      federal tax return and information reporting, the right of the Holders of the
      Offered Certificates to receive payments from the Cap Account in respect of
      any
      Net WAC Rate Carryover Amount shall be assigned a value of
      zero.


     

    
      	SECTION
              4.09  	
              Interest
                Rate Cap Collateral Account.

            


    

     

    The
      Paying Agent (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 2006-AR9, Mortgage Pass-Through Certificates,
      Series 2006-AR9.”

     

    The
      Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account
      all collateral (whether in the form of cash or securities) 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 and earnings thereon on deposit in the Interest Rate Cap
      Collateral Account in accordance with 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 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. If
      no
      investment direction is provided, such amounts shall remain
      uninvested.

     

    Upon
      the
      occurrence of an Event of Default, a Termination Event, or an Additional
      Termination Event (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, Termination Event, or Additional
      Termination Event 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.

     

    For
      federal tax return and information reporting, the right of the Holders of the
      Offered Certificates to receive payments from the Interest Rate Cap Collateral
      Account in respect of any Net WAC Rate Carryover Amount shall be assigned a
      value of zero


     

    


     

    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-20. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

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

     

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

     

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

     

    If
      (i)(A)
      the Depositor advises the Trust Administrator, the Paying Agent and the
      Certificate Registrar in writing that the Depository is no longer willing or
      able to properly discharge its responsibilities as Depository, and (B) the
      Depositor is unable to locate a qualified successor or (ii) after the occurrence
      of a Master Servicer Event of Default, Certificate Owners representing in the
      aggregate not less than 51% of the Ownership Interests of the Book-Entry
      Certificates advise the Trust Administrator, the Paying Agent and the
      Certificate Registrar through the Depository, in writing, that the continuation
      of a book-entry system through the Depository is no longer in the best interests
      of the Certificate Owners, the Certificate Registrar shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. Upon surrender to the Certificate Registrar of the Book-
      Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
      accompanied by registration instructions from the Depository for registration
      of
      transfer, the Paying Agent shall issue the Definitive Certificates. Such
      Definitive Certificates will be issued in minimum denominations of $100,000,
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate in an amount less than $100,000 immediately prior to the issuance
      of
      a Definitive Certificate shall be issued in a minimum denomination equal to
      the
      amount represented by such Book-Entry Certificate. None of the Depositor, the
      Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
      Agent, the Certificate Registrar nor the Trustee shall be liable for any delay
      in the delivery of such instructions and may conclusively rely on, and shall
      be
      protected in relying on, such instructions. Upon the issuance of Definitive
      Certificates all references herein to obligations imposed upon or to be
      performed by the Depository shall be deemed to be imposed upon and performed
      by
      the Certificate Registrar and the Paying Agent, to the extent applicable with
      respect to such Definitive Certificates, and the Certificate Registrar and
      the
      Paying Agent shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder. 

     

    
      	SECTION
              5.02  	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

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

     

    (b)  No
      transfer of any Private Certificate or Ownership Interest therein shall be
      made
      unless that transfer is made pursuant to an effective registration statement
      under the Securities Act of 1933, as amended (the “1933 Act”), and an effective
      registration or qualification under applicable state securities laws, or is
      made
      in a transaction that does not require such registration or qualification.
      In
      the event that such a transfer of a Private Certificate is to be made without
      registration or qualification (other than in connection with (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 Class 1-CE Certificate
      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 Class 1-CE Certificate, 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 Certificate
      Registrar shall require, receipt of written certifications from the
      Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the forms attached
      hereto as Exhibit F-1, or in the case of any Definitive Certificate, an opinion
      of Counsel satisfactory to it that such transfer may be made without such
      registration (which Opinion of Counsel shall not be an expense of the Trust
      Fund
      or of the Depositor, the Trustee, the Trust Administrator, the Certificate
      Registrar, the Authenticating Agent , the Paying Agent, the Master Servicer
      in
      its capacity as such or any Sub-Servicer), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any. 

     

    In
      the
      event of any such transfer of any Ownership Interest in any Private Certificate
      that is a Book-Entry Certificate, except with respect to the initial transfer
      of
      any such Certificate by the Depositor, such transfer shall be required to be
      made in reliance upon Rule 144A under the 1933 Act, and the transferor will
      be
      deemed to have made each of the representations and warranties set forth on
      Exhibit F-1 hereto in respect of such interest as if it was evidenced by a
      Definitive Certificate and the transferee will be deemed to have made each
      of
      the representations and warranties set forth on Exhibit F-1 hereto in respect
      of
      such interest as if it was evidenced by a Definitive Certificate. None of the
      Depositor or the Trustee is obligated to register or qualify any such
      Certificates under the 1933 Act or any other securities laws or to take any
      action not otherwise required under this Agreement to permit the transfer of
      such Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of any such Certificate or Ownership Interest
      therein shall, and does hereby agree to, indemnify the Trustee, the Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent, the Master Servicer and the Depositor against any liability that may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws. 

     

    (c)  (i)
      No
      transfer of a Residual Certificate or any interest therein shall be made to
      any
      Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
      or indirectly, on behalf of any such Plan or any Person acquiring such
      Certificates with “Plan Assets” of a Plan within the meaning of the DOL
      Regulations as modified by Section 3(42) of ERISA (“Plan Assets”) as certified
      by such transferee in the form of Exhibit G, unless the Certificate Registrar
      is
      provided with an Opinion of Counsel on which the Certificate Registrar, the
      Depositor, the Trustee, the Trust Administrator, the Paying Agent, the
      Authenticating Agent and the Master Servicer may rely, to the effect that the
      purchase and holding of such Certificates will be permissible under applicable
      law, ERISA and the Code, will not constitute or result in any non-exempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Depositor, the Master Servicer, the Trustee, the Trust
      Administrator, the Paying Agent, the Authenticating Agent, the Certificate
      Registrar or the Trust Fund to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in this Agreement, which Opinion of Counsel shall not be
      an
      expense of the Depositor, the Master Servicer, the Trustee, the Trust
      Administrator, the Paying Agent, the Authenticating Agent, the Certificate
      Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective
      Transferee of such Certificates may provide a certification in the form of
      Exhibit G to this Agreement (or other form acceptable to the Depositor, the
      Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent,
      the Authenticating Agent and the Master Servicer), which the Certificate
      Registrar may rely upon without further inquiry or investigation. Neither a
      certification nor an Opinion of Counsel will be required in connection with
      the
      initial transfer of any such Certificate by the Depositor to an Affiliate of
      the
      Depositor (in which case, the Depositor or any Affiliate thereof shall have
      deemed to have represented that such Affiliate is not a Plan or a Person
      investing Plan Assets) and the Certificate Registrar shall be entitled to
      conclusively rely upon a representation (which, upon the request of the
      Certificate Registrar, shall be a written representation) from the Depositor
      of
      the status of such transferee as an affiliate of the Depositor. 

     

    (ii)  Each
      beneficial owner of a Group 1 Mezzanine Certificate or Group 2 Class B
      Certificate or any interest therein shall be deemed to have represented, by
      virtue of its acquisition and holding of such Certificate or interest therein,
      that either (A) it is not a Plan or investing with Plan Assets, (B) other than
      with respect to a Class 2-B4, Class 2-B5 or Class 2-B6 Certificate, it has
      acquired and is holding such Certificate in reliance on the Underwriter’s
      Exemption granted by the Department of Labor on April 18, 1991 as Prohibited
      Transaction Exemption (“PTE”) 91-23 at 56 F.R. 15936 and amended on July 21,
      1997 as PTE 97-34 at 62 F.R. 39021 and further amended on November 13, 2000
      by
      PTE 2000-58 at 65 F.R. 67765 and on August 22, 2002 by PTE 2001-41 at 67 F.R.
      54487 (“Underwriter’s Exemption”), and that it understands that there are
      certain conditions to the availability of the Underwriter’s Exemption, including
      that the certificate must be rated, at the time of purchase, not lower than
      “BBB-” (or its equivalent) by Fitch, Moody’s or S&P and it will represent
      that it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D
      under the Securities Act and will obtain a representation from any transferee
      that such transferee is an accredited investor so long as it is required to
      obtain a representation regarding compliance with the Securities Act, or (C)
      (i)
      it is an insurance company, (ii) the source of funds used to acquire or hold
      the
      Certificate or interest therein is an “insurance company general account,” as
      defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the
      conditions in Sections I and III of PTCE 95-60 have been satisfied.


     

    (iii)  If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of the preceding two paragraphs, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or interest therein was effected in violation of the provisions of the preceding
      paragraph shall indemnify and hold harmless the Depositor, the Master Servicer,
      the Trustee, the Trust Administrator, the Certificate Registrar, the Paying
      Agent, the Authenticating Agent and the Trust Fund from and against any and
      all
      liabilities, claims, costs or expenses incurred by those parties as a result
      of
      that acquisition or holding.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Certificate Registrar maintained for
      such purpose pursuant to Section 8.12. Whenever any Certificates are so
      surrendered for exchange, upon notice from the Certificate Registrar, the Paying
      Agent shall execute, and the Authenticating Agent shall authenticate and
      deliver, the Certificates which the Certificateholder making the exchange is
      entitled to receive. Every Certificate presented or surrendered for transfer
      or
      exchange shall (if so required by the Certificate Registrar) be duly endorsed
      by, or be accompanied by a written instrument of transfer in the form
      satisfactory to the Certificate Registrar duly executed by, the Holder thereof
      or his attorney duly authorized in writing. In addition, (i) with respect to
      each Class 1-R Certificate, the Holder thereof may exchange, in the manner
      described above, such Class 1-R Certificate for two separate Certificates,
      each
      representing such Holder’s respective Percentage Interest in the Class R-IIA
      Residual Interest and the Class R-IIB Residual Interest and that was evidenced
      by the Class 1-R Certificate being exchanged.

     

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

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Certificate Registrar in accordance with its customary
      procedures.

     

    (i)  No
      transfer of any Class 1-CE Certificate shall be made unless the transferee
      of
      such Class 1-CE Certificate provides to the Cap Trustee and the Certificate
      Registrar the appropriate tax certification form (i.e., IRS Form W-9 or IRS
      Form
      W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form
      thereto)), as a condition to such transfer and agrees to update such forms
      (i)
      upon expiration of any such form, (ii) as required under then applicable U.S.
      Treasury regulations and (iii) promptly upon learning that any IRS Form W-9
      or
      IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor
      form
      thereto), has become obsolete or incorrect. Upon receipt of any such tax
      certification form from a transferee of any Class 1-CE Certificate, the
      Certificate Registrar shall provide a copy of such tax certification form to
      the
      Interest Rate Cap Provider. 

     

    
      	SECTION
              5.03  	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	SECTION
              5.04  	
              Persons
                Deemed Owners.

            


    

     

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

     

    
      	SECTION
              5.05  	
              Certain
                Available Information.

            


    

     

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

     

     

     

    ARTICLE
      VI


    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    
      	SECTION
              6.01  	
              Liability
                of the Depositor and the Master
                Servicer.

            


    

     

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

     

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

            


    

     

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

     

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

     

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

            


    

     

    None
      of
      the Depositor, the Master Servicer or any of the directors, officers, employees
      or agents of the Depositor or the Master Servicer shall be under any liability
      to the Trust Fund or the Certificateholders for any action taken or for
      refraining from the taking of any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Depositor, the Master Servicer or any such person against
      any breach of warranties, representations or covenants made herein, or against
      any specific liability imposed on the Master Servicer pursuant hereto, or
      against any liability which would otherwise be imposed by reason of willful
      misfeasance, bad faith or negligence in the performance of duties or by reason
      of reckless disregard of obligations and duties hereunder. The Depositor, the
      Master Servicer and any director, officer, employee or agent of the Depositor
      or
      the Master Servicer may rely in good faith on any document of any kind which,
      PRIMA FACIE, is properly executed and submitted by any Person respecting any
      matters arising hereunder. The Depositor, the Master Servicer and any director,
      officer, employee or agent of the Depositor or the Master Servicer shall be
      indemnified and held harmless by the Trust Fund against any loss, liability
      or
      expense incurred in connection with any legal action relating to this Agreement
      or the Certificates, other than any loss, liability or expense to any specific
      Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. Neither the Depositor nor the
      Master Servicer shall be under any obligation to appear in, prosecute or defend
      any legal action unless such action is related to its respective duties under
      this Agreement and, in its opinion, does not involve it in any expense or
      liability; provided, however, that each of the Depositor and the Master Servicer
      may in its discretion undertake any such action which it may deem necessary
      or
      desirable with respect to this Agreement and the rights and duties of the
      parties hereto and the interests of the Certificateholders hereunder. In such
      event, unless the Depositor or the Master Servicer acts without the consent
      of
      Holders of Certificates entitled to at least 51% of the Voting Rights (which
      consent shall not be necessary in the case of litigation or other legal action
      by either to enforce their respective rights or defend themselves hereunder),
      the legal expenses and costs of such action and any liability resulting
      therefrom (except any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      by reason of reckless disregard of obligations and duties hereunder) shall
      be
      expenses, costs and liabilities of the Trust Fund, and the Depositor (subject
      to
      the limitations set forth above) and the Master Servicer shall be entitled
      to be
      reimbursed therefor from the Collection Account as and to the extent provided
      in
      Section 3.11, any such right of reimbursement being prior to the rights of
      the
      Certificateholders to receive any amount in the Collection Account.

     

    
      	SECTION
              6.04  	
              Limitation
                on Resignation of the Master
                Servicer.

            


    

     

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

     

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

     

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

            


    

     

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

     

    
      	SECTION
              6.06  	
              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 Group 1 Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the Credit Risk Management Agreement,
      and
      the Credit Risk Manager shall look solely to the Initial Sub-Servicer and/or
      the
      Master 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 Initial Sub-Servicer, the Master 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
      Master Servicer, 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 Initial
      Sub-Servicer under the 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
      Initial Sub-Servicer pursuant to the 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 relating to Collateral Pool
      1, 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  	
              Master
                Servicer Events of Default.

            


    

     

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

     

    (i)  (A)
      any
      failure by the Master Servicer to remit to the Paying Agent for distribution
      to
      the Certificateholders any payment (other than a P&I Advance required to be
      made from its own funds on any Master Servicer Remittance Date pursuant to
      Section 4.03) required to be made under the terms of the Certificates and this
      Agreement which continues unremedied for a period of one Business Day after
      the
      date upon which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Master Servicer (with a copy to the
      Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in
      which case notice shall be provided by telecopy), or to the Master Servicer,
      the
      Depositor, the Trust Administrator, the Paying Agent and the Trustee by the
      Holders of Certificates entitled to at least 25% of the Voting Rights; or (B)
      any deemed Master Servicer Event of Default caused by a failure by the Master
      Servicer to timely comply with its obligations under Section 3.19 or Section
      3.20 or Section 4.06, taking into account any cure period allowed by the Trustee
      at the direction of the Depositor that may be provided under such sections;
      or

     

    (ii)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any of the covenants or agreements on the part of the Master
      Servicer contained in the Certificates or in this Agreement which continues
      unremedied for a period of 30 days after the earlier of (i) the date on which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Master Servicer by the Depositor, the Trust Administrator
      or
      the Trustee, or to the Master Servicer, the Depositor, the Trust Administrator
      and the Trustee by the Holders of Certificates entitled to at least 25% of
      the
      Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer
      of the Master Servicer; or

     

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

     

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

     

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

     

    (vi)  any
      failure of the Master Servicer to make, or of the Paying Agent to make on behalf
      of the Master Servicer, any P&I Advance on any Master Servicer Remittance
      Date required to be made from its own funds pursuant to Section
      4.03.

     

    If
      a
      Master Servicer Event of Default described in clauses (i) through (v) of this
      Section shall occur, then, and in each and every such case, so long as such
      Master Servicer Event of Default shall not have been remedied, the Depositor
      or
      the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor), terminate all of the rights and
      obligations of the Master Servicer in its capacity as a Master Servicer under
      this Agreement, to the extent permitted by law, and in and to the Mortgage
      Loans
      and the proceeds thereof. If a Master Servicer Event of Default described in
      clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m.
      on
      the related Distribution Date, the Paying Agent shall notify the Trustee of
      the
      same, and the Trustee shall be obligated to make such P&I Advance and, then
      so long as such Master Servicer Event of Default shall not have been remedied
      during the applicable time period set forth in clause (vi) above (including
      the
      reimbursement to the Trustee by the Master Servicer, with interest thereon
      at
      the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in
      writing to the Master Servicer and the Depositor, terminate all of the rights
      and obligations of the Master Servicer in its capacity as a Master Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof.
      On or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
      to and under this Section and, without limitation, the Trustee is hereby
      authorized and empowered, as attorney-in-fact or otherwise, to execute and
      deliver on behalf of and at the expense of the Master Servicer, any and all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees, at its
      sole cost and expense, promptly (and in any event no later than ten Business
      Days subsequent to such notice) to provide the Trustee with all documents and
      records requested by it to enable it to assume the Master Servicer’s functions
      under this Agreement, and to cooperate with the Trustee in effecting the
      termination of the Master Servicer’s responsibilities and rights under this
      Agreement, including, without limitation, the transfer within one Business
      Day
      to the Trustee for administration by it of all cash amounts which at the time
      shall be or should have been credited by the Master Servicer to the Collection
      Account held by or on behalf of the Master Servicer, the Distribution Account
      or
      any REO Account or Servicing Account held by or on behalf of the Master Servicer
      or thereafter be received with respect to the Mortgage Loans or any REO Property
      serviced by the Master Servicer (provided, however, that the Master Servicer
      shall continue to be entitled to receive all amounts accrued or owing to it
      under this Agreement on or prior to the date of such termination, whether in
      respect of P&I Advances or otherwise, and shall continue to be entitled to
      the benefits of Section 6.03, notwithstanding any such termination, with respect
      to events occurring prior to such termination). For purposes of this Section
      7.01, the Trustee shall not be deemed to have knowledge of a Master Servicer
      Event of Default unless a Responsible Officer of the Trustee assigned to and
      working in the Trustee’s Corporate Trust Office has actual knowledge thereof or
      unless written notice of any event which is in fact such a Master Servicer
      Event
      of Default is received by the Trustee and such notice references the
      Certificates, the Trust Fund or this Agreement.

     

    
      	SECTION
              7.02  	
              Trustee
                to Act; Appointment of Successor.

            


    

     

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

     

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

     

    
      	SECTION
              7.03  	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination of the Master Servicer pursuant to Section 7.01 above or any
      appointment of a successor to the Master Servicer pursuant to Section 7.02
      above, the Trustee shall give prompt written notice thereof to
      Certificateholders at their respective addresses appearing in the Certificate
      Register.

     

    (b)  Not
      later
      than the later of 60 days after the occurrence of any event, which constitutes
      or which, with notice or lapse of time or both, would constitute a Master
      Servicer Event of Default or five days after a Responsible Officer of the
      Trustee becomes aware of the occurrence of such an event, the Trustee shall
      transmit by mail to all Holders of Certificates notice of each such occurrence,
      unless such default or Master Servicer Event of Default shall have been cured
      or
      waived.

     

    
      	SECTION
              7.04  	
              Waiver
                of Master Servicer Events of
                Default.

            


    

     

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

     

    
      	SECTION
              7.05  	
              Interest
                Rate Cap Provider Event of Default

            


    

     

    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 Cap Trustee, shall promptly following actual
      notice of such failure, breach or event, notify the Depositor and send any
      notices and make any demands, on behalf of the Cap Trust, required to enforce
      the rights of the Trust Fund, 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 Cap Trustee shall, promptly following
      actual notice 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 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.

     

    


     

    ARTICLE
      VIII


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

     

    
      	SECTION
              8.01  	
              Duties
                of Trustee, Trust Administrator and
                Others.

            


    

     

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

     

    Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement; provided, however,
      that none of the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent will be responsible for the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments. If any such instrument is found not
      to
      conform to the requirements of this Agreement in a material manner, it shall
      take such action as it deems appropriate to have the instrument corrected,
      and
      if the instrument is not corrected to its satisfaction, it will provide notice
      thereof to the Certificateholders.

     

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

     

    (i)  With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default, and after the curing of all such Master Servicer Events of Default
      which may have occurred, and with respect to the Trust Administrator, the Paying
      Agent, the Certificate Registrar and the Authenticating Agent, at all times,
      the
      duties and obligations of each of the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar and the Authenticating Agent, shall
      be
      determined solely by the express provisions of this Agreement, none of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent and, in the absence of bad faith on the part of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent, as
      the
      case may be, may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent, as the case may be, that
      conform to the requirements of this Agreement;

     

    (ii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any error
      of judgment made in good faith by a Responsible Officer or Responsible Officers
      of it unless it shall be proved that it was negligent in ascertaining the
      pertinent facts; 

     

    (iii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable with respect
      to
      any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of the Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the it or exercising
      any
      trust or power conferred upon it, under this Agreement; and

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default unless a Responsible Officer of the Trustee shall
      have
      received written notice thereof or a Responsible Officer shall have actual
      knowledge thereof. In the absence of receipt of such notice or actual knowledge,
      the Trustee may conclusively assume there is no default.

     

    None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be required to expend or risk its
      own funds or otherwise incur financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, in
      each
      case not including expenses, disbursements and advances incurred or made by
      the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, including the compensation and the
      expenses and disbursements of its agents and counsel, in the ordinary course
      of
      the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate
      Registrar’s or the Authenticating Agent’s, as the case may be, performance in
      accordance with the provisions of this Agreement, if there is reasonable ground
      for believing that the repayment of such funds or adequate indemnity against
      such risk or liability is not reasonably assured to it. With respect to the
      Trustee, none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Master Servicer under this Agreement, except
      during such time, if any, as the Trustee shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Master Servicer
      in
      accordance with the terms of this Agreement.

     

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

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

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

     

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

     

    (iii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be under any obligation to exercise
      any of the trusts or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, security or indemnity satisfactory
      to
      it against the costs, expenses and liabilities which may be incurred therein
      or
      thereby; the right of the Trustee, the Trust Administrator, the Paying Agent,
      the Certificate Registrar or the Authenticating Agent to perform any
      discretionary act enumerated in this Agreement shall not be construed as a
      duty,
      and none of the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent shall be answerable for other
      than its negligence or willful misconduct in the performance of any such act;
      nothing contained herein shall, however, relieve the Trustee of the obligation,
      upon the occurrence of a Master Servicer Event of Default (which has not been
      cured or waived), to exercise such of the rights and powers vested in it by
      this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    (iv)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v)  With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default hereunder, and after the curing of all Master Servicer Events of Default
      which may have occurred, and with respect to the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent, at all times,
      none
      of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be bound to make any investigation
      into the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval, bond
      or
      other paper or document, unless requested in writing to do so by the Holders
      of
      Certificates entitled to at least 25% of the Voting Rights; provided, however,
      that if the payment within a reasonable time to the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent, as applicable, of the costs, expenses or liabilities likely to be
      incurred by it in the making of such investigation is, in the opinion of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, not reasonably assured to the Trustee,
      the Trust Administrator, the Paying Agent, the Certificate Registrar or the
      Authenticating Agent, as applicable, by such Certificateholders, the Trustee,
      the Trust Administrator, the Paying Agent, the Certificate Registrar or the
      Authenticating Agent, as applicable, may require indemnity satisfactory to
      it
      against such cost, expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi)  Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and none of the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent shall be
      responsible for any misconduct or negligence on the part of any agent or
      attorney appointed with due care;

     

    (vii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any loss
      resulting from the investment of funds held in the Collection Account at the
      direction of the Master Servicer pursuant to Section 3.12; and

     

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

     

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

     

    
      	SECTION
              8.03  	
              Trustee,
                Trust Administrator and Others not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the signatures
      of
      the Trustee, the Trust Administrator and Citibank hereto, the signature of
      the
      Paying Agent and the authentication of the Authenticating Agent on the
      Certificates, the acknowledgments of the Trustee and the Trust Administrator
      contained in Article II and the representations and warranties of the Trustee,
      the Trust Administrator and Citibank in Section 8.12) shall be taken as the
      statements of the Depositor and none of the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes
      any responsibility for their correctness. None of the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent makes any representations or warranties as to the validity or sufficiency
      of this Agreement (other than as specifically set forth in Section 8.12) or
      of
      the Certificates (other than the signature of the Paying Agent and
      authentication of the Authenticating Agent on the Certificates) or of any
      Mortgage Loan or related document or of MERS or the MERS System. None of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent shall be accountable for the use or application by
      the
      Depositor of any of the Certificates or of the proceeds of such Certificates,
      or
      for the use or application of any funds paid to the Depositor or the Master
      Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
      the
      Collection Account by the Master Servicer. 

     

    
      	SECTION
              8.04  	
              Trustee,
                Trust Administrator and Others May Own
                Certificates.

            


    

     

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

     

    
      	SECTION
              8.05  	
              Trustee’s,
                Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
                Registrar’s and Custodians’ Fees and
                Expenses.

            


    

     

    (a)  The
      compensation to be paid to the Trustee, the Trust Administrator, the Paying
      Agent, the Authenticating Agent and the Certificate Registrar in respect of
      each
      of its obligations under this Agreement or of a Custodian’s obligations under
      the applicable Custodial Agreement will be the amounts paid by the Master
      Servicer from its own funds or from a portion of the compensation paid to the
      Master Servicer hereunder pursuant to letter agreements between the Master
      Servicer and the Trustee, the Trust Administrator, the Paying Agent, the
      Authenticating Agent, the Certificate Registrar and such Custodian (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust) and no such compensation shall
      be
      paid from the assets of the Trust. Each of the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar, the Authenticating Agent, a
      Custodian and any director, officer, employee or agent of any of them, as
      applicable, shall be indemnified by the Trust Fund and held harmless against
      any
      loss, liability or expense (not including expenses, disbursements and advances
      incurred or made by the Trustee, the Trust Administrator, the Paying Agent,
      the
      Certificate Registrar, the Authenticating Agent or a Custodian, as applicable,
      including the compensation and the expenses and disbursements of its agents
      and
      counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the
      Paying Agent’s, the Certificate Registrar’s, the Authenticating Agent’s or a
      Custodian’s, as the case may be, performance in accordance with the provisions
      of this Agreement) incurred by the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar, the Authenticating Agent or a Custodian,
      as
      applicable, in connection with any claim or legal action or any pending or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its obligations and duties under this Agreement
      (or, in the case of a Custodian, under the applicable Custodial Agreement),
      other than any loss, liability or expense (i) resulting from any breach of
      the
      Master Servicer’s (and in the case of the Trustee, the Trust Administrator’s or
      the Paying Agent’s; in the case of the Trust Administrator, the Trustee’s or the
      Paying Agent’s; or in the case of the Paying Agent, the Trustee’s or the Trust
      Administrator’s) obligations in connection with this Agreement and the Mortgage
      Loans, (ii) that constitutes a specific liability of the Trustee, the Trust
      Administrator or the Paying Agent, as applicable, pursuant to Section 10.01(g)
      or (iii) any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      by reason of reckless disregard of obligations and duties hereunder (or, in
      the
      case of a Custodian, under the applicable Custodial Agreement) or as a result
      of
      a breach of the Trustee’s, the Trust Administrator’s or the Paying Agent’s
      obligations under Article X hereof (or, in the case of a Custodian, as a result
      of a breach of such Custodian’s obligations under the related Custodial
      Agreement). Any amounts payable to the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar or the Authenticating Agent, a
      Custodian, or any director, officer, employee or agent of any of them in respect
      of the indemnification provided by this paragraph (a), or pursuant to any other
      right of reimbursement from the Trust Fund that the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
      Agent, a Custodian or any director, officer, employee or agent of any of them
      may have hereunder in its capacity as such, may be withdrawn by the Paying
      Agent
      for payment to the applicable indemnified Person from the Distribution Account
      at any time.

     

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

     

    
      	SECTION
              8.06  	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

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

     

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

            


    

     

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

     

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

     

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

     

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

     

    Any
      resignation or removal of the Trustee or the Trust Administrator and appointment
      of a successor trustee or trust administrator, as the case may be, pursuant
      to
      any of the provisions of this Section shall not become effective until
      acceptance of appointment by the successor trustee or trust administrator as
      provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
      Administrator advises the Trustee that it is unable to continue to perform
      its
      obligations pursuant to the terms of this Agreement prior to the appointment
      of
      a successor, the Trustee shall be obligated to perform such obligations until
      a
      new trust administrator is appointed. Such performance shall be without
      prejudice to any claim by a party hereto or beneficiary hereof resulting from
      the Trust Administrator’s breach of its obligations hereunder. As compensation
      therefor, the Trustee shall be entitled to all fees the Trust Administrator
      would have been entitled to if it had continued to act hereunder.

     

    
      	SECTION
              8.08  	
              Successor
                Trustee or Trust Administrator.

            


    

     

    Any
      successor trustee or trust administrator appointed as provided in Section 8.07
      shall execute, acknowledge and deliver to the Depositor, the Trustee or the
      Trust Administrator, as applicable, and to its predecessor trustee or trust
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or trust administrator
      shall become effective and such successor trustee or trust administrator,
      without any further act, deed or conveyance, shall become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder, with
      the like effect as if originally named as trustee or trust administrator herein.
      The predecessor trustee or trust administrator shall deliver to the successor
      trustee or trust administrator all Mortgage Files and related documents and
      statements, as well as all moneys, held by it hereunder and the Depositor and
      the predecessor trustee or trust administrator shall execute and deliver such
      instruments and do such other things as may reasonably be required for more
      fully and certainly vesting and confirming in the successor trustee or trust
      administrator all such rights, powers, duties and obligations.

     

    No
      successor trustee or trust administrator shall accept appointment as provided
      in
      this Section unless at the time of such acceptance such successor trustee or
      trust administrator shall be eligible under the provisions of Section 8.06
      and
      the appointment of such successor trustee or trust administrator shall not
      result in a downgrading of any Class of Certificates by the Rating Agencies,
      as
      evidenced by a letter from the Rating Agencies.

     

    Upon
      acceptance of appointment by a successor trustee or trust administrator as
      provided in this Section, the Depositor shall mail notice of the succession
      of
      such trustee or trust administrator hereunder to all Holders of Certificates
      at
      their addresses as shown in the Certificate Register. If the Depositor fails
      to
      mail such notice within 10 days after acceptance of appointment by the successor
      trustee or trust administrator, the successor trustee or trust administrator
      shall cause such notice to be mailed at the expense of the
      Depositor.

     

    
      	SECTION
              8.09  	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      corporation or association into which either the Trustee or the Trust
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Trust Administrator, as the case
      may
      be, shall be a party, or any corporation or association succeeding to the
      business of the Trustee or the Trust Administrator, as applicable, shall be
      the
      successor of the Trustee or the Trust Administrator, as the case may be,
      hereunder, provided such corporation or association shall be eligible under
      the
      provisions of Section 8.06, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    
      	SECTION
              8.10  	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I-A or REMIC II-A
      or
      property securing the same may at the time be located, the Master Servicer
      and
      the Trustee acting jointly shall have the power and shall execute and deliver
      all instruments to appoint one or more Persons approved by the Trustee to act
      as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of REMIC I-A or REMIC II-A, and to vest
      in
      such Person or Persons, in such capacity, such title to REMIC I-A or REMIC
      II-A,
      or any part thereof, and, subject to the other provisions of this Section 8.10,
      such powers, duties, obligations, rights and trusts as the Master Servicer
      and
      the Trustee may consider necessary or desirable. If the Master Servicer shall
      not have joined in such appointment within 15 days after the receipt by it
      of a
      request to do so, or in case a Master Servicer Event of Default shall have
      occurred and be continuing, the Trustee alone shall have the power to make
      such
      appointment. No co-trustee or separate trustee hereunder shall be required
      to
      meet the terms of eligibility as a successor trustee under Section 8.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 8.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10 all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or performed
      by the Trustee and such separate trustee or co-trustee jointly, except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed by the Trustee (whether as Trustee hereunder or as
      successor to the Master Servicer hereunder), the Trustee shall be incompetent
      or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to REMIC I-A or REMIC
      II-A or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    
      	SECTION
              8.11  	
               [intentionally
                omitted]

            


    

     

    
      	SECTION
              8.12  	
              Appointment
                of Office or Agency.

            


    

     

    The
      Trust
      Administrator or the Paying Agent on its behalf will appoint an office or agency
      in the City of New York where the Certificates may be surrendered for
      registration of transfer or exchange, and presented for final distribution,
      and
      where notices and demands to or upon the Certificate Registrar, the Paying
      Agent
      or the Trust Administrator in respect of the Certificates and this Agreement
      may
      be served.

     

    
      	SECTION
              8.13  	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee, the Trust Administrator and Citibank hereby represents and warrants
      to the Master Servicer, the Depositor and the Trustee, the Trust Administrator
      and Citibank, as applicable, as of the Closing Date, that:

     

    (i)  It
      is
      duly organized, validly existing and in good standing under the laws of the
      State of New York, in the case of the Trust Administrator, and the laws of
      the
      United States, in the case of the Trustee and Citibank.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      the
      it to perform its obligations under this Agreement or the financial condition
      of
      it.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or the financial
      condition of it.

     

    
      	SECTION
              8.14  	
              Appointment
                and Removal of Paying Agent, Authenticating Agent and Certificate
                Registrar.

            


    

     

    (a)  The
      Trust
      Administrator hereby appoints Citibank as Paying Agent and Citibank hereby
      accepts such appointment. The Paying Agent shall hold all amounts deposited
      with
      it by the Trust Administrator or the Master Servicer for payment on the
      Certificates in trust for the benefit of the Certificateholders until the
      amounts are paid to the Certificateholders or otherwise disposed of in
      accordance with this Agreement.

     

    Any
      corporation or national banking association into which the Paying Agent may
      be
      merged in or converted or with which it may be consolidated, or any corporation
      or national banking association resulting from any merger, conversion or
      consolidation to which such Paying Agent shall be a party, or any corporation
      or
      national banking association succeeding to the corporate agency or corporate
      trust business of the Paying Agent, shall continue to be the Paying Agent,
      provided such corporation or national banking association shall be otherwise
      eligible under this section 8.14(a), without the execution or filing of any
      paper or any further act on the part of the Trustee, the Trust Administrator
      or
      the Paying Agent.

     

    The
      Paying Agent may resign at any time by giving written notice thereof to the
      Trustee and the Trust Administrator. The Trust Administrator may at any time
      terminate the Paying Agent by giving written notice thereof to the Paying Agent
      and to the Trustee. Upon receiving such a notice of resignation or upon such
      a
      termination, or in case at any time such Paying Agent shall cease to be eligible
      in accordance with the provisions of this section 8.14(a), the Trust
      Administrator shall appoint a successor and shall mail written notice of such
      appointment by first-class mail, postage prepaid to all Certificateholders
      as
      their names and addresses appear in the Certificate Register and to the Rating
      Agencies. Following the termination or resignation of the Paying Agent and
      prior
      to the appointment of a successor Paying Agent, the Trust Administrator shall
      act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of
      its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as the
      Paying Agent herein. No successor Paying Agent shall be appointed unless
      eligible under the provisions of this section 8.14(a).

     

    The
      Paying Agent and any successor Paying Agent (i) may not be an Originator, the
      Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
      unless the Paying Agent is an institutional trust department, (ii) must be
      authorized to exercise corporate trust powers under the laws of its jurisdiction
      of organization, and (iii) must at all times be rated at least “A1” by S&P
      if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating
      agency and the equivalent rating by Moody’s, if Moody’s is a Rating
      Agency.

     

    The
      Trust
      Administrator shall pay to the Paying Agent from its own funds reasonable
      compensation for its services hereunder, and such expense of the Trust
      Administrator shall not be payable from the Trust Fund and shall not be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (b)  The
      Trust
      Administrator hereby appoints Citibank as Authenticating Agent and Citibank
      hereby accepts such appointment. The Authenticating Agent shall be authorized
      to
      authenticate the Certificates, and Certificates so authenticated shall be
      entitled to the benefit of this Agreement.

     

    The
      Authenticating Agent shall at all times remain a corporation or national banking
      association organized and doing business under the laws of the United States
      of
      America, any state thereof or the District of Columbia, authorized under such
      laws to act as Authenticating Agent, having a combined capital and surplus
      of
      not less than $15,000,000, authorized under such laws to conduct a trust
      business and subject to supervision or examination by federal or state
      authority. If the Authenticating Agent publishes reports of condition at least
      annually, pursuant to law or to the requirements of said supervising or
      examining authority, then for the purposes of this section 8.14(b), the combined
      capital and surplus of the Authenticating Agent shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this section 8.14(b), such Authenticating
      Agent shall resign immediately in the manner and with the effect specified
      in
      this section 8.14(b).

     

    Any
      corporation or national banking association into which the Authenticating Agent
      may be merged in or converted or with which it may be consolidated, or any
      corporation or national banking association resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation or national banking association succeeding to the corporate
      agency or corporate trust business of the Authenticating Agent, shall continue
      to be the Authenticating Agent, provided such corporation or national banking
      association shall be otherwise eligible under this section 8.14(b), without
      the
      execution or filing of any paper or any further act on the part of the Trustee,
      the Trust Administrator or the Authenticating Agent.

     

    The
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and the Trust Administrator. The Trust Administrator may at any
      time
      terminate the Authenticating Agent by giving written notice thereof to the
      Authenticating Agent and to the Trustee. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this section 8.14(b), the Trust Administrator shall appoint a
      successor and shall mail written notice of such appointment by first-class
      mail,
      postage prepaid to all Certificateholders as their names and addresses appear
      in
      the Certificate Register. Following the termination or resignation of the
      Authenticating Agent and prior to the appointment of a successor Authenticating
      Agent, the Trust Administrator shall act as Authenticating Agent hereunder.
      Any
      successor Authenticating Agent upon acceptance of its appointment hereunder
      shall become vested with all the rights, powers and duties of its predecessor
      hereunder, with like effect as if originally named as the Authenticating Agent
      herein. No successor Authenticating Agent shall be appointed unless eligible
      under the provisions of this section 8.14(b).

     

    The
      Trust
      Administrator shall pay to the Authenticating Agent from its own funds
      reasonable compensation for its services hereunder, and such expense of the
      Trust Administrator shall not be payable from the Trust Fund and shall not
      be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (c)  The
      Trust
      Administrator hereby appoints Citibank as Certificate Registrar and Citibank
      hereby accepts such appointment.

     

    Any
      corporation or national banking association into which the Certificate Registrar
      may be merged in or converted or with which it may be consolidated, or any
      corporation or national banking association resulting from any merger,
      conversion or consolidation to which such Certificate Registrar shall be a
      party, or any corporation or national banking association succeeding to the
      corporate agency or corporate trust business of the Certificate Registrar,
      shall
      continue to be the Certificate Registrar, provided such corporation or national
      banking association shall be otherwise eligible under this section 8.14(c),
      without the execution or filing of any paper or any further act on the part
      of
      the Trustee, the Trust Administrator or the Certificate Registrar.

     

    The
      Certificate Registrar may resign at any time by giving written notice thereof
      to
      the Trustee and the Trust Administrator. The Trust Administrator may at any
      time
      terminate the Certificate Registrar by giving written notice thereof to the
      Certificate Registrar and to the Trustee.

     

    Upon
      receiving such a notice of resignation or upon such a termination, or in case
      at
      any time such Certificate Registrar shall cease to be eligible in accordance
      with the provisions of this section 8.14(c), the Trust Administrator shall
      appoint a successor and shall mail written notice of such appointment by
      first-class mail, postage prepaid to all Certificateholders as their names
      and
      addresses appear in the Certificate Register. Following the termination or
      resignation of the Certificate Registrar and prior to the appointment of a
      successor Certificate Registrar, the Trust Administrator shall act as
      Certificate Registrar hereunder. Any successor Certificate Registrar upon
      acceptance of its appointment hereunder shall become vested with all the rights,
      powers and duties of its predecessor hereunder, with like effect as if
      originally named as the Certificate Registrar herein. No successor Certificate
      Registrar shall be appointed unless eligible under the provisions of this
      section 8.14(c).

     

    The
      Trust
      Administrator shall pay to the Certificate Registrar from its own funds
      reasonable compensation for its services hereunder, and such expense of the
      Trust Administrator shall not be payable from the Trust Fund and shall not
      be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (d)  Notwithstanding
      anything to the contrary herein, in no event shall the Trustee be liable to
      any
      party hereto or to any third party for the performance of any custody-related
      functions with respect to which the applicable Custodian shall fail to take
      action on behalf of the Trustee or, with respect to which the performance of
      custody-related functions pursuant to the terms of the custodial agreement
      with
      the applicable Custodian shall fail to satisfy all the related requirements
      under this Agreement.

     

    (e)  The
      Paying Agent, in its capacity as Cap Trustee, is hereby directed to execute
      and
      deliver the Interest Rate Cap Agreement on behalf of Party B (as defined in
      the
      Interest Rate Cap Agreement) and to perform the obligations of Party B
      thereunder on the Closing Date and thereafter on behalf of the holders of the
      Offered Certificates. The Master Servicer, the Trust Administrator, the
      Depositor and the Certificateholders by acceptance of the Offered Certificates
      acknowledge and agree that the Paying Agent, in its capacity as Cap Trustee,
      shall execute and deliver the Interest Rate Cap Agreement on behalf of Party
      B
      (as defined in the Interest Rate Cap Agreement) and to perform the obligations
      of Party B thereunder and shall do so solely in its capacity as Cap Trustee
      and
      not in its individual capacity. 

     

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

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee be liable to
      any
      party hereto or to any third party for the performance of any custody-related
      functions with respect to which the applicable Custodian shall fail to take
      action on behalf of the Trustee or, with respect to which the performance of
      custody-related functions pursuant to the terms of the custodial agreement
      with
      the applicable Custodian shall fail to satisfy all the related requirements
      under this Agreement.

     

     

     

    ARTICLE
      IX


    TERMINATION

     

    
      	SECTION
              9.01  	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 1 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 1 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      1 Certificates and the deposit of all amounts held by or on behalf of the
      Trustee or the Trust Administrator and required hereunder to be so paid or
      deposited on the Distribution Date coinciding with or following the earlier
      to
      occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage
      Loans and each related REO Property remaining in REMIC I-A and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The
      purchase by the applicable Terminator of all Group 1 Mortgage Loans and each
      related REO Property remaining in REMIC I-A shall be at a price (the “Group 1
      Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans
      included in REMIC I-A, plus the appraised value of each related REO Property,
      if
      any, included in REMIC I-A, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion (as determined by the Master Servicer, with the consent of the
      Trustee, as of the close of business on the third Business Day next preceding
      the date upon which notice of any such termination is furnished to Holders
      of
      the Group 1 Certificates pursuant to Section 9.01(e)), provided, however, such
      option may only be exercised if the Group 1 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)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 2 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 2 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      2 Certificates and the deposit of all amounts held by or on behalf of the
      Trustee or the Trust Administrator and required hereunder to be so paid or
      deposited on the Distribution Date coinciding with or following the earlier
      to
      occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage
      Loans and each related REO Property remaining in REMIC II-A and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A.
      The
      purchase by the applicable Terminator of all Group 2 Mortgage Loans and each
      related REO Property remaining in REMIC II-A shall be at a price (the “Group 2
      Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans
      included in REMIC II-A, plus the appraised value of each related REO Property,
      if any, included in REMIC II-A, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion (as determined by the Master Servicer, with the consent of the
      Trustee, as of the close of business on the third Business Day next preceding
      the date upon which notice of any such termination is furnished to Holders
      of
      the Group 2 Certificates pursuant to Section 9.01(e)).

     

    (c)  [Reserved].

     

    (d)  The
      related Terminator shall have the right to purchase all of the Group 1 Mortgage
      Loans and each REO Property remaining in REMIC I-A and/or all of the Group
      2
      Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section
      9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination
      Date in the month immediately preceding the Distribution Date on which the
      Group
      1 Certificates or the Group 2 Certificates, as applicable, will be retired;
      provided, however, that the related Terminator, as provided above, may elect
      to
      purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining
      in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated
      Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining
      in REMIC I-A at the time of such election is reduced to less than 10% of the
      aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off
      Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property
      remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate
      Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property
      remaining in REMIC II-A at the time of such election is reduced to less than
      10%
      of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at
      the
      Cut-off Date. For federal income tax purposes, the purchase by the related
      Terminator of the Mortgage Loans and the REO Properties underlying the
      Certificates is intended to facilitate a redemption of such Certificates
      pursuant to a “cleanup call” within the meaning of Treasury regulation section
      1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall
      have
      the right to transfer, sell or assign its rights to purchase the Mortgage Loans
      and each REO Property remaining in REMIC I-A or REMIC II-A.

     

    (e)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Paying Agent
      by letter to the related Certificateholders (with a copy to the Trustee and
      the
      Trust Administrator mailed (a) in the event such notice is given in connection
      with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage
      Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as
      applicable, by the related Terminator, not earlier than the 15th day and not
      later than the 25th day of the month next preceding the month of the final
      distribution on the related Certificates or (b) otherwise during the month
      of
      such final distribution on or before the Determination Date in such month,
      in
      each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC
      II-A, as applicable, will terminate and final payment of the Group 1
      Certificates or the Group 2 Certificates, as applicable, will be made upon
      presentation and surrender of the Certificates at the office of the Certificate
      Registrar therein designated, (ii) the amount of any such final payment, (iii)
      that no interest shall accrue in respect of the Certificates from and after
      the
      Interest Accrual Period relating to the final Distribution Date therefor and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Certificate Registrar. In the event such
      notice is given in connection with the purchase of all of the Group 1 Mortgage
      Loans or the Group 2 Mortgage Loans and each related REO Property remaining
      in
      REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related
      Terminator shall deliver to the Paying Agent for deposit in the Distribution
      Account (with notice to the Trustee and the Trust Administrator) not later
      than
      the last Business Day of the month next preceding the month in which such
      distribution will be made an amount in immediately available funds equal to
      the
      Group 1 Termination Price or the Group 2 Termination Price, as applicable.
      Upon
      certification to the Trustee by a Servicing Officer of the making of such final
      deposit, the Trustee shall promptly release or cause to be released to the
      related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans
      or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all
      assignments, endorsements and other instruments delivered to it which are
      necessary to effectuate such transfer.

     

    (f)  Upon
      receipt of notice by the Paying Agent of the presentation of the Certificates
      by
      the Certificateholders on the related final Distribution Date to the Certificate
      Registrar, the Paying Agent shall distribute to each Certificateholder so
      presenting and surrendering its Certificates the amount otherwise distributable
      on such Distribution Date in accordance with Section 4.01 in respect of the
      Certificates so presented and surrendered. Any funds not distributed to any
      Holder or Holders of Certificates being retired on such Distribution Date
      because of the failure of such Holder or Holders to tender their Certificates
      shall, on such date, be set aside and held in trust by the Paying Agent and
      credited to the account of the appropriate non-tendering Holder or Holders.
      If
      any Certificates as to which notice has been given pursuant to this Section
      9.01
      shall not have been surrendered for cancellation within six months after the
      time specified in such notice, the Paying Agent shall mail a second notice
      to
      the remaining non-tendering Certificateholders to surrender their Certificates
      for cancellation in order to receive the final distribution with respect
      thereto. If within one year after the second notice all such Certificates shall
      not have been surrendered for cancellation, the Paying Agent shall, directly
      or
      through an agent, mail a final notice to remaining related non-tendering
      Certificateholders concerning surrender of their Certificates. The costs and
      expenses of maintaining the funds in trust and of contacting such
      Certificateholders shall be paid out of the assets remaining in the trust funds.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Paying Agent shall pay to Citigroup
      Global Markets Inc. all such amounts, and all rights of non-tendering
      Certificateholders in or to such amounts shall thereupon cease. No interest
      shall accrue or be payable to any Certificateholder on any amount held in trust
      by the Paying Agent as a result of such Certificateholder’s failure to surrender
      its Certificate(s) for final payment thereof in accordance with this Section
      9.01.

     

    Immediately
      following the deposit of funds in trust hereunder in respect of each of the
      Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall
      terminate. In no event shall the trust created hereby continue beyond the
      earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years
      from the death of the last survivor of the descendants of Joseph P. Kennedy,
      the
      late ambassador of the United States to the Court of St. James, living on the
      date hereof.

     

    
      	SECTION
              9.02  	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the related Terminator purchases all the Group 1 Mortgage Loans
      and
      each related REO Property or all the Group 2 Mortgage Loans and each related
      REO
      Property, REMIC I-A (in the case of a purchase of all the Group 1 Mortgage
      Loans
      and each related REO Property) or REMIC II-A (in the case of a purchase of
      all
      the Group 2 Mortgage Loans and each related REO Property) shall be terminated,
      in each case in accordance with the following additional requirements (or in
      connection with the final payment on or other liquidation of the last Group
      1
      Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group
      2
      Mortgage Loan or related REO Property remaining in REMIC II-A, the additional
      requirement specified in clause (i) below):

     

    (i)  The
      Trust
      Administrator shall specify the first day in the 90-day liquidation period
      in a
      statement attached to REMIC I-A’s or REMIC II-A’s, as applicable, final Tax
      Return pursuant to Treasury regulation Section 1.860F-1, and such termination
      shall satisfy all requirements of a qualified liquidation under Section 860F
      of
      the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
      obtained at the expense of the Master Servicer;

     

    (ii)  During
      such 90-day liquidation period, and at or prior to the time of making of the
      final payment on the Certificates, the Trust Administrator on behalf of the
      Trustee shall sell all of the assets of REMIC I-A or REMIC II-A, as applicable,
      to the related Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Paying
      Agent shall distribute or credit, or cause to be distributed or credited, to
      the
      Holders of the Class 1-R Certificates all cash on hand in REMIC I-A and to
      the
      Holders of the Class 2-R Certificates all cash on hand in REMIC II-A (in each
      case other than cash retained to meet claims), and either REMIC I-A or REMIC
      II-A, as applicable, shall terminate at that time.

     

    (b)  At
      the
      expense of the related Terminator (or in the event of termination under Section
      9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator),
      the Trust Administrator shall prepare or cause to be prepared the documentation
      required in connection with the adoption of a plan of liquidation of each REMIC,
      as applicable, pursuant to this Section 9.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trust Administrator to specify the 90-day liquidation period for each REMIC,
      as
      applicable, which authorization shall be binding upon all successor
      Certificateholders.

     

     

     

    ARTICLE
      X


    REMIC
      PROVISIONS

     

    
      	SECTION
              10.01  	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trustee shall elect to treat each REMIC created hereunder as a REMIC under
      the
      Code and, if necessary, under applicable state law. Such election will be made
      by the Trust Administrator on behalf of the Trustee on Form 1066 or other
      appropriate federal tax or information return or any appropriate state return
      for the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I-A, the REMIC I-A Regular Interests shall be designated as the Regular
      Interest in REMIC I-A and the Class R-IA Residual Interest shall be designated
      as the Residual Interests in REMIC I-A. For the purposes of the REMIC election
      in respect of REMIC I-B, the Group 1 Certificates (other than the Class I-R
      Certificates) shall be designated as the Regular Interests in REMIC I-B and
      the
      Class R-IB Residual Interest shall be designated as the Residual Interest in
      REMIC I-B. For the purposes of the REMIC election in respect of REMIC II-A,
      the
      REMIC II-A Regular Interests shall be designated as the Regular Interests in
      REMIC II-A and the Class R-IIA Residual Interest shall be designated as the
      Residual Interest in REMIC II-A. For the purposes of the REMIC election in
      respect of REMIC II-B, the Group 2 Certificates (other than the Class 2-R
      Certificates) shall be designated as the Regular Interests in REMIC II-B and
      the
      Class R-IIB Residual Interest shall be designated as the Residual Interest
      in
      REMIC II-B. Neither the Trustee nor the Trust Administrator shall permit the
      creation of any “interests” in REMIC I-B or REMIC II-B (within the meaning of
      Section 860G of the Code) other than the Group 1 Certificates and the Group
      2
      Certificates. The Trustee shall elect to treat each REMIC created hereunder
      as a
      REMIC under the Code and, if necessary, under applicable state law. Such
      election will be made by the Trust Administrator on behalf of the Trustee on
      Form 1066 or other appropriate federal tax or information return or any
      appropriate state return for the taxable year ending on the last day of the
      calendar year in which the Certificates are issued.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of Section 860G(a)(9) of the Code.

     

    (c)  The
      Trust
      Administrator shall pay any and all expenses relating to any tax audit of the
      Trust Fund (including, but not limited to, any professional fees or any
      administrative or judicial proceedings with respect to any Trust REMIC that
      involve the Internal Revenue Service or state tax authorities), and shall be
      entitled to reimbursement from the Trust therefor to the extent permitted under
      Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
      matters person, shall (i) act on behalf of the Trust Fund in relation to any
      tax
      matter or controversy involving any Trust REMIC and (ii) represent the Trust
      Fund in any administrative or judicial proceeding relating to an examination
      or
      audit by any governmental taxing authority with respect thereto. The Holder
      of
      the largest Percentage Interest of the Residual Certificates shall be
      designated, in the manner provided under Treasury regulations section
      1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
      matters person of the REMIC created hereunder. By its acceptance thereof, the
      Holder of the largest Percentage Interest of the Residual Certificates hereby
      agrees to irrevocably appoint the Trust Administrator or an Affiliate as its
      agent to perform all of the duties of the tax matters person for the Trust
      Fund.

     

    (d)  The
      Trust
      Administrator shall prepare and the Trustee at the direction of the Trust
      Administrator shall sign and the Trust Administrator shall file all of the
      Tax
      Returns in respect of the REMIC created hereunder. The expenses of preparing
      and
      filing such returns shall be borne by the Trust Administrator without any right
      of reimbursement therefor. The Master Servicer shall provide on a timely basis
      to the Trust Administrator or its designee such information with respect to
      the
      assets of the Trust Fund as is in its possession and reasonably required by
      the
      Trust Administrator to enable it to perform its obligations under this
      Article.

     

    (e)  The
      Trust
      Administrator shall perform on behalf of any Trust REMIC all reporting and
      other
      tax compliance duties that are the responsibility of the REMIC under the Code,
      the REMIC Provisions or other compliance guidance issued by the Internal Revenue
      Service or any state or local taxing authority including the filing of Form
      8811
      with the Internal Revenue Service within 30 days following the Closing Date.
      Among its other duties, as required by the Code, the REMIC Provisions or other
      such compliance guidance, the Trust Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee, (ii) to the Certificateholders such
      information or reports as are required by the Code or the REMIC Provisions
      including reports relating to interest, original issue discount and market
      discount or premium (using the Prepayment Assumption as required) and (iii)
      to
      the Internal Revenue Service the name, title, address and telephone number
      of
      the person who will serve as the representative of any Trust REMIC. The Master
      Servicer shall provide on a timely basis to the Trust Administrator such
      information with respect to the assets of the Trust Fund, including, without
      limitation, the Mortgage Loans, as is in its possession and reasonably required
      by the Trust Administrator to enable it to perform its obligations under this
      subsection. In addition, the Depositor shall provide or cause to be provided
      to
      the Trust Administrator, within ten (10) days after the Closing Date, all
      information or data that the Trust Administrator reasonably determines to be
      relevant for tax purposes as to the valuations and issue prices of the
      Certificates, including, without limitation, the price, yield, Prepayment
      Assumption and projected cash flow of the Certificates.

     

    (f)  The
      Master Servicer, the Trustee and the Trust Administrator shall take such action
      and shall cause any Trust REMIC to take such action as shall be necessary to
      create or maintain the status thereof as a REMIC under the REMIC Provisions.
      The
      Master Servicer, the Trustee and the Trust Administrator shall not take any
      action, cause the Trust Fund to take any action or fail to take (or fail to
      cause to be taken) any action that, under the REMIC Provisions, if taken or
      not
      taken, as the case may be, could (i) endanger the status of any Trust REMIC
      as a
      REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
      but not limited to the tax on prohibited transactions as defined in Section
      860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
      Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
      unless the Trustee and the Trust Administrator have received an Opinion of
      Counsel, addressed to the Trustee and the Trust Administrator (at the expense
      of
      the party seeking to take such action but in no event at the expense of the
      Trust Administrator or the Trustee) to the effect that the contemplated action
      will not, with respect to any Trust REMIC, endanger such status or result in
      the
      imposition of such a tax, nor shall the Master Servicer take or fail to take
      any
      action (whether or not authorized hereunder) as to which the Trustee or the
      Trust Administrator has advised it in writing that it has received an Opinion
      of
      Counsel to the effect that an Adverse REMIC Event could occur with respect
      to
      such action. In addition, prior to taking any action with respect to any Trust
      REMIC or its assets, or causing any Trust REMIC to take any action, which is
      not
      contemplated under the terms of this Agreement, the Master Servicer will consult
      with the Trustee and the Trust Administrator or their designee, in writing,
      with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Master Servicer shall not take any such
      action or cause any Trust REMIC to take any such action as to which the Trustee
      or the Trust Administrator has advised it in writing that an Adverse REMIC
      Event
      could occur. The Trust Administrator and the Trustee may consult with counsel
      to
      make such written advice, and the cost of same shall be borne by the party
      seeking to take the action not permitted by this Agreement, but in no event
      shall such cost be an expense of the Trustee or the Trust Administrator. At
      all
      times as may be required by the Code, the Trust Administrator, the Trustee
      or
      the Master Servicer will ensure that substantially all of the assets of any
      Trust REMIC will consist of “qualified mortgages” as defined in Section
      860G(a)(3) of the Code and “permitted investments” as defined in Section
      860G(a)(5) of the Code.

     

    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of the REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
      any contributions to the REMIC after the Startup Day therefor pursuant to
      Section 860G(d) of the Code, or any other tax is imposed by the Code or any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Trust Administrator of any of its
      obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
      hereof, if such tax arises out of or results from a breach by the Trustee of
      any
      of its obligations under this Article X, (iii) to the Master Servicer pursuant
      to Section 10.03 hereof, if such tax arises out of or results from a breach
      by
      the Master Servicer of any of its obligations under Article III or this Article
      X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Paying Agent of any of its obligations
      under this Article X, or otherwise (v) against amounts on deposit in the
      Distribution Account and shall be paid by withdrawal therefrom.

     

    (h)  [Reserved].

     

    (i)  The
      Trust
      Administrator shall, for federal income tax purposes, maintain books and records
      with respect to any Trust REMIC on a calendar year and on an accrual
      basis.

     

    (j)  Following
      the Startup Day, the Master Servicer, the Trustee and the Trust Administrator
      shall not accept any contributions of assets to any Trust REMIC other than
      in
      connection with any Qualified Substitute Mortgage Loan delivered in accordance
      with Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding or subject the REMIC to any tax under the REMIC Provisions or other
      applicable provisions of federal, state and local law or
      ordinances.

     

    (k)  None
      of
      the Trustee, the Trust Administrator or the Master Servicer shall enter into
      any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either such REMIC to receive any income from assets
      other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    
      	SECTION
              10.02  	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent
      or
      the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
      (except in connection with (i) the foreclosure of a Mortgage Loan, including
      but
      not limited to, the acquisition or sale of a Mortgaged Property acquired by
      deed
      in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
      termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv)
      a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
      any
      assets for any Trust REMIC (other than REO Property acquired in respect of
      a
      defaulted Mortgage Loan), nor sell or dispose of any investments in the
      Collection Account or the Distribution Account for gain, nor accept any
      contributions to any Trust REMIC after the Closing Date (other than a Qualified
      Substitute Mortgage Loan delivered in accordance with Section 2.03), unless
      it
      has received an Opinion of Counsel, addressed to the Trustee and the Trust
      Administrator (at the expense of the party seeking to cause such sale,
      disposition, substitution, acquisition or contribution but in no event at the
      expense of the Trustee or the Trust Administrator) that such sale, disposition,
      substitution, acquisition or contribution will not (a) affect adversely the
      status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
      to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
      Provisions.

     

    
      	SECTION
              10.03  	
              Master
                Servicer and Trust Administrator
                Indemnification.

            


    

     

    (a)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
      Servicer and the Trustee for any taxes and costs including, without limitation,
      any reasonable attorneys fees imposed on or incurred by the Trust Fund, the
      Depositor, the Master Servicer or the Trustee as a result of a breach of the
      Trust Administrator’s covenants set forth in this Article X.

     

    (b)  The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Trustee for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
      a
      breach of the Master Servicer’s covenants set forth in Article III or this
      Article X.

     

     

     

    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    
      	SECTION
              11.01  	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
      Authenticating Agent and the Trust Administrator without the consent of any
      of
      the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
      modify or supplement any provisions herein (including to give effect to the
      expectations of Certificateholders) or (iii) to make any other provisions with
      respect to matters or questions arising under this Agreement which shall not
      be
      inconsistent with the provisions of this Agreement, provided that such action
      shall not, as evidenced by 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 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 Master
      Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
      Authenticating Agent and the Trust Administrator with the consent of the Holders
      of Certificates entitled to at least 66% of the Voting Rights for the purpose
      of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or of modifying in any manner the rights of the
      Holders of Certificates; provided, however, that no such amendment shall (i)
      reduce in any manner the amount of, or delay the timing of, payments received
      on
      Mortgage Loans which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, (ii) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      in a
      manner, other than as described in (i), without the consent of the Holders
      of
      Certificates of such Class evidencing at least 66% of the Voting Rights
      allocated to such Class, or (iii) modify the consents required by the
      immediately preceding clauses (i) and (ii) without the consent of the Holders
      of
      all Certificates then outstanding. Notwithstanding any other provision of this
      Agreement, for purposes of the giving or withholding of consents pursuant to
      this Section 11.01, Certificates registered in the name of the Depositor or
      the
      Master Servicer or any Affiliate thereof shall be entitled to Voting Rights
      with
      respect to matters affecting such Certificates.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trust Administrator shall not
      consent to any amendment to this Agreement unless it shall have first received
      an Opinion of Counsel to the effect that such amendment will not result in
      the
      imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or
      cause any Trust REMIC to fail to qualify as a REMIC at any time that any
      Certificates are outstanding.

     

    Prior
      to
      executing any amendment pursuant to this Section, the Trust Administrator shall
      be entitled to receive an Opinion of Counsel (provided by the Person requesting
      such amendment) to the effect that such amendment is authorized or permitted
      by
      this Agreement.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall furnish
      a copy of such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trust Administrator may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
      be borne by the Person seeking the related amendment, but in no event shall
      such
      Opinion of Counsel be an expense of the Trustee or the Trust
      Administrator.

     

    Notwithstanding
      the foregoing, each of the Trustee, the Paying Agent, the Certificate Registrar,
      the Authenticating Agent and Trust Administrator may, but shall not be obligated
      to enter into any amendment pursuant to this Section that affects its rights,
      duties and immunities under this Agreement or otherwise.

     

    
      	SECTION
              11.02  	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Master Servicer at the
      expense of the Certificateholders, but only upon direction of Certificateholders
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	SECTION
              11.03  	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless (i) such Holder previously
      shall have given to the Trustee a written notice of default and of the
      continuance thereof, as hereinbefore provided, and (ii) the Holders of
      Certificates entitled to at least 25% of the Voting Rights shall have made
      written request upon the Trustee to institute such action, suit or proceeding
      in
      its own name as Trustee hereunder and shall have offered to the Trustee such
      indemnity satisfactory to it against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    
      	SECTION
              11.04  	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	SECTION
              11.05  	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be sent (i) via facsimile (with
      confirmation of receipt) or (ii) in writing and shall be deemed to have been
      duly given when received if personally delivered at or mailed by first class
      mail, postage prepaid, or by express delivery service or delivered in any other
      manner specified herein, to (a) in the case of the Depositor, 390 Greenwich
      Street, New York, New York 10013, Attention: Mortgage Finance Group (telecopy
      number (212) 723-8604), or such other address or telecopy number as may
      hereafter be furnished to the Master Servicer, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
      Master Servicing Division - MC: N3B-355M, 4000 Regent Blvd., Irvine, TX 75063
      (Attention: Compliance Manager), facsimile no.: (469) 220-1573 (with a copy
      to,
      1000 Technology Drive, O’Fallon, MO 63368, Attention: Chief Legal Counsel
      (facsimile no.: (636) 261-6518)), or such other address or facsimile number
      as
      may hereafter be furnished to the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar, the Authenticating Agent and the Depositor
      in
      writing by the Master Servicer, (c) in the case of the Trust Administrator,
      1000
      Technology Drive, M.S. 337, O’Fallon, Missouri 63368, Attention: Mortgage
      Finance (telecopy number (636) 261-1394), or such other address or telecopy
      number as may hereafter be furnished to the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Depositor in writing by the Master Servicer (d) in the case of the Paying Agent,
      the Authenticating Agent and the Certificate Registrar, 388 Greenwich Street,
      14th
      Floor,
      New York, New York 10013, Attention: Citibank Agency & Trust, CMLTI
      2006-AR9, (telephone number (212) 816-5680), or such other address or telecopy
      number as may hereafter be furnished to the Master Servicer, the Depositor,
      the
      Trust Administrator and the Trustee in writing by the Paying Agent, the
      Certificate Registrar or the Authenticating Agent and (e) in the case of the
      Trustee, U.S. Bank National Association, One Federal Street, 3rd
      Floor,
      Boston, Massachusetts 02110, Attention: Corporate Trust Services (telecopy
      number (617) 603-6638), or such other address or telecopy number as may
      hereafter be furnished to the Master Servicer, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Depositor in writing by the Trustee. Any notice required or permitted to be
      given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    
      	SECTION
              11.06  	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      	SECTION
              11.07  	
              Notice
                to Rating Agencies.

            


    

     

    The
      Trust
      Administrator shall use its best efforts promptly to provide notice to the
      Rating Agencies, and each of the Master Servicer and the Paying Agent shall
      use
      its best efforts promptly to provide notice to the Trust Administrator, with
      respect to each of the following of which the Trust Administrator, the Master
      Servicer or the Paying Agent, as applicable, has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Master Servicer Event of Default that has not been cured
      or
      waived;

     

    3. The
      resignation or termination of the Master Servicer, the Trust Administrator,
      the
      Paying Agent, the Certificate Registrar, the Authenticating Agent or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    5. The
      final
      payment to the Holders of any Class of Certificates;

     

    6. Any
      change in the location of the Collection Account or the Distribution
      Account;

     

    7. Any
      event
      that would result in the inability of the Trustee, were it to succeed as Master
      Servicer, to make advances regarding delinquent Mortgage Loans; and

     

    8. The
      filing of any claim under the Master Servicer’s blanket bond and errors and
      omissions insurance policy required by Section 3.14 or the cancellation or
      material modification of coverage under any such instrument.

     

    In
      addition, the Trust Administrator shall make available to the Rating Agencies
      copies of each report to Certificateholders described in Section 4.02 and the
      Master Servicer shall promptly furnish to the Rating Agencies copies of the
      following:

     

    1. Each
      Annual Statement of Compliance described in Section 3.20; and

     

    2. Each
      Compliance Assessment and Attestation Report described in Section
      3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to Standard & Poor’s Ratings
      Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10004; and to Fitch Ratings, One State Street Plaza, New York,
      New York 10007, or such other addresses as the Rating Agencies may designate
      in
      writing to the parties hereto.

     

    
      	SECTION
              11.08  	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	SECTION
              11.09  	
              Grant
                of Security Interest.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
      Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
      to secure a debt or other obligation of the Depositor. However, in the event
      that, notwithstanding the aforementioned intent of the parties, the Mortgage
      Loans are held to be property of the Depositor, then, (a) it is the express
      intent of the parties that such conveyance be deemed a pledge of the Mortgage
      Loans by the Depositor to the Trustee to secure a debt or other obligation
      of
      the Depositor and (b)(1) this Agreement shall also be deemed to be a security
      agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
      Code
      as in effect from time to time in the State of New York; (2) the conveyance
      provided for in Section 2.01 hereof shall be deemed to be a grant by the
      Depositor to the Trustee of a security interest in all of the Depositor’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account and the Distribution Account, whether in the form
      of
      cash, instruments, securities or other property; (3) the obligations secured
      by
      such security agreement shall be deemed to be all of the Depositor’s obligations
      under this Agreement, including the obligation to provide to the
      Certificateholders the benefits of this Agreement relating to the Mortgage
      Loans
      and the Trust Fund; and (4) notifications to persons holding such property,
      and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the Trustee
      for the purpose of perfecting such security interest under applicable law.
      Accordingly, the Depositor hereby grants to the Trustee a security interest
      in
      the Mortgage Loans and all other property described in clause (2) of the
      preceding sentence, for the purpose of securing to the Trustee the performance
      by the Depositor of the obligations described in clause (3) of the preceding
      sentence. Notwithstanding the foregoing, the parties hereto intend the
      conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
      sale of the Mortgage Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee.

     

    
      	SECTION
              11.10  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and
      4.06 of this Agreement is to facilitate compliance by the Depositor with the
      provisions of Regulation AB promulgated by the Commission under the 1934 Act
      (17
      C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
      subject to clarification and interpretive advice as may be issued by the staff
      of the Commission from time to time. Therefore, each of the parties agrees
      that
      (a) the obligations of the parties hereunder shall be interpreted in such a
      manner as to accomplish that purpose, (b) the parties’ obligations hereunder
      will be supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, opinion of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with requests made by the Depositor for delivery of additional
      or
      different information, to the extent that such information is available or
      reasonably attainable, as the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB, and (d) no amendment of this
      Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
      provisions of Regulation AB; provided, however, that any such changes shall
      require the consent of each of the parties hereto.

     

    All
      percentages of Voting Rights referred to herein shall be deemed, with respect
      to
      matters affecting the related Collateral Pool and the related Certificates,
      to
      mean percentages of the Voting Rights with respect to such related Certificates.
      

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator,
      the Paying Agent, the Authenticating Agent, the Certificate Registrar and the
      Trustee have caused their names to be signed hereto by their respective officers
      thereunto duly authorized, in each case as of the day and year first above
      written.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Peter D. Steinmetz

            
	 	 	 	 	 	 	 	
              Name:

            	
              Peter
                D. Steinmetz

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIMORTGAGE,
                INC.,

              as
                Master Servicer and Trust Administrator

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Tommy Harris

            
	 	 	 	 	 	 	 	
              Name:

            	
              Tommy
                Harris

            
	 	 	 	 	 	 	 	
              Title:

            	
              Sr.
                Vice President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIBANK,
                N.A.,

              as
                Paying Agent, Certificate Registrar and Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Jennifer McCourt

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jennifer
                McCourt

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Trustee

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Maryellen Hunter

            
	 	 	 	 	 	 	 	
              Name:

            	
              Maryellen
                Hunter

            
	 	 	 	 	 	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


    


    


     

    
      	
              For
                purposes of Sections 6.06, 6.07 and 6.08:

            
	 
	
              CLAYTON
                FIXED INCOME SERVICES INC.

            
	 
	 
	
              By:
                /s/ Keith J. Kanouff

            
	
              Name: Keith
                J. Kanouff

            
	
              Title:
                 President
                and General Counsel

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    On
      the
      ____ day of November 2006, before me, a notary public in and for said State,
      personally appeared _____________________, known to me to be an
      _____________________ of Citigroup Mortgage Loan Trust Inc., one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of November 2006, before me, a notary public in and for said State,
      personally appeared _____________________, known to me to be a
      _____________________ of CitiMortgage, Inc., one of the corporations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      ____ day of November 2006, before me, a notary public in and for said State,
      personally appeared _____________________, known to me to be an
      _____________________ of Citibank, N.A., one of the corporations that executed
      the within instrument, and also known to me to be the person who executed it
      on
      behalf of said corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official the day
      and
      year in this certificate first above written.

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of November, 2006, before me, a notary public in and for said State,
      personally appeared _____________________, known to me to be a
      _____________________ of U.S. Bank National Association, one of the entities
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said corporation, and acknowledged to me that such
      entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       

       

      EXHIBIT
        A-1

       

      FORM
        OF
        CLASS 1-A1 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-A1 Certificates as of the Issue 

                Date:
                  $174,654,000.00

                 

                Denomination:
                  $174,654,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R 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.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-A1 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-A1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-A1
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        
          	 
	 
	 


        

      

       

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-2

       

      FORM
        OF
        CLASS 1-A2 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-A2 Certificates as of the Issue 

                Date:
                  $108,041,000.00

                 

                Denomination:
                  $108,041,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R 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.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-A2 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-A2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-A2
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-3

       

      FORM
        OF
        CLASS 1-A3 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-A3 Certificates as of the Issue 

                Date:
                  $66,517,000.00

                 

                Denomination:
                  $66,517,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R 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.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-A3 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-A3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-A3
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      EXHIBIT
        A-4

       

      FORM
        OF
        CLASS 1-A4 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-A4 Certificates as of the Issue 

                Date:
                  $38,801,000.00

                 

                Denomination:
                  $38,801,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R 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.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-A4 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-A4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-A4
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      



      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-5

       

      FORM
        OF
        CLASS 1-M1 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 1-A1 CERTIFICATES,  THE
        CLASS
        1-A2 CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 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.

       

      
        	
                Series
                  2006-AR9

              	
                Aggregate
                  Certificate Principal Balance of the 

                Class
                  1-M1 Certificates as of the Issue Date: 

                $9,463,000.00

                 

              
	
                Pass-Through
                  Rate: Variable

              	
                Denomination:
                  $9,463,000.00

                 

              
	
                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent & 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                Issue
                  Date: November 30, 2006

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	
                No.
                  1

              	
                CUSIP:
                  17310R 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.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate and
        adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
        sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
        OR
        ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
        MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-M1 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-M1 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 Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-M1
        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
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which the Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof, in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using "Plan Assets" to acquire this Certificate shall be made
        except
        in accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


       

      ABBREVIATIONS

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

      



      EXHIBIT
        A-6

       

      FORM
        OF
        CLASS 1-M2 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 1-A1 CERTIFICATES, THE CLASS 1-A2
        CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES AND
        THE
        CLASS 1-M1 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.

       

      
        	
                Series
                  2006-AR9

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-M2 Certificates as of the Issue 

                Date:
                  $6,172,000.00

                 

              
	
                Pass-Through
                  Rate: Variable

              	
                Denomination:
                  $6,172,000.00

                 

              
	
                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent & 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                Issue
                  Date: November 30, 2006

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	
                No.
                  1

              	
                CUSIP:
                  17310R 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.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate and
        adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
        sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
        OR
        ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
        MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-M2 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-M2 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 Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-M2
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the 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 Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which the Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using "Plan Assets" to acquire this Certificate shall be made
        except
        in accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

      
 

      EXHIBIT
        A-7

       

      FORM
        OF
        CLASS 1-M3 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 1-A1 CERTIFICATES, THE CLASS 1-A2
        CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES, THE
        CLASS 1-M1 CERTIFICATES AND THE CLASS 1-M2 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.

      
 

      
        	
                Series
                  2006-AR9

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-M3 Certificates as of the Issue 

                Date:
                  $2,469,000.00

                 

              
	
                Pass-Through
                  Rate: Variable

              	
                Denomination:
                  $2,469,000.00

                 

              
	
                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent & 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                Issue
                  Date: November 30, 2006

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	 	
                CUSIP:
                  17310R 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.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate and
        adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
        sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
        OR
        ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
        MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-M3 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-M3 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 Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-M3
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the 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 Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which the Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using "Plan Assets" to acquire this Certificate shall be made
        except
        in accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

      


       

      EXHIBIT
        A-8

       

      FORM
        OF
        CLASS 1-M4 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 1-A1 CERTIFICATES, THE CLASS 1-A2
        CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES, THE
        CLASS 1-M1 CERTIFICATES, THE CLASS 1-M2 CERTIFICATES AND THE CLASS 1-M3
        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.

       

      
        	
                Series
                  2006-AR9

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-M4 Certificates as of the Issue 

                Date:
                  $2,058,000.00

                 

              
	
                Pass-Through
                  Rate: Variable

              	
                Denomination:
                  $2,058,000.00

                 

              
	
                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent & 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                Issue
                  Date: November 30, 2006

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	
                No.
                  1

              	
                CUSIP:
                  17310R 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.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate and
        adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
        sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
        OR
        ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
        MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 1-M4 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        1-M4 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 Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-M4
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the 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 Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which the Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Trust Certificate Registrar as provided in the
        Agreement, duly endorsed by, or accompanied by an assignment in the form
        below
        or other written instrument of transfer in form satisfactory to the Certificate
        Registrar duly executed by, the Holder hereof or such Holder's attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using "Plan Assets" to acquire this Certificate shall be made
        except
        in accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

      



      EXHIBIT
        A-9

      


      FORM
        OF
        CLASS 1-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 1-A1 CERTIFICATES, THE CLASS 1-A2
        CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES AND
        THE
        GROUP 1 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:
                  2006-AR9

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 1-CE Certificates as of the Issue 

                Date:
                  $3,291,971.93

                 

              
	
                Pass-Through
                  Rate: Variable

              	
                Denomination:
                  $3,291,971.93

                 

              
	
                Cut-off
                  Date and date of Pooling and 

                Servicing
                  Agreement: November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                No.
                  1

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	
                Aggregate
                  Notional Amount of the Class 1-

                CE
                  Certificates as of the Issue Date: 

                $411,466,971.93

              	
                Issue
                  Date: November 30, 2006

                 

                 

                 

              


      

      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.


      MORTGAGE
        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 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 1-CE Certificates
        as
        of the Issue Date) in that certain beneficial ownership interest evidenced
        by
        all the Class 1-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 Master Servicer,
        the
        Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain
        of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-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 Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the 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
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      No
        transfer of this Certificate 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(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.

       

      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              




      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

      
 

      EXHIBIT
        A-10

       

      FORM
        OF
        CLASS 1-R CERTIFICATE

       

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

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986, 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
                  2006-AR9

              	
                Aggregate
                  Percentage Interest of the Class 

                1-R
                  Certificates as of the Issue Date: 100%

                 

              
	
                Cut-off
                  Date and date of Pooling and Servicing 

                Agreement:
                  November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                No.
                  1

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	 	
                Issue
                  Date: November 30, 2006

                 

              


      

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of conventional one- to four-family, fixed-rate,
        first lien mortgage loans (the “Mortgage Loans”) formed and sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
        OR
        ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
        MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

       

      This
        certifies that Citigroup Global Markets Inc. is the registered owner of a
        Percentage Interest (obtained by dividing the denomination of this Certificate
        by the aggregate Certificate Principal Balance of the Class 1-R Certificates
        as
        of the Issue Date) in that certain beneficial ownership interest evidenced
        by
        all the Class 1-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 Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 1-R
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the 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 Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing 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
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      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 Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      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(c) 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 1-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 1-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 Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, the Trustee,
        Citibank, N.A., nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and
        none of the Trustee, Master Servicer or Trust Administrator assume
        responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.

       

      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      


       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

       

       

      EXHIBIT
        A-11

       

      FORM
        OF
        CLASS 2-A CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-A1A Certificates as of the Issue 

                Date:
                  $214,785,000.00 

                 

              
	
                Pass-Through
                  Rate: Variable

              	
                Denomination:
                  $214,785,000.00

                 

              
	
                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

              	
                Master
                  Servicer and Trust Administrator: 

                CitiMortgage,
                  Inc.

                 

              
	
                First
                  Distribution Date: December 26, 2006

              	
                Certificate
                  Registrar, Paying Agent & 

                Authenticating
                  Agent: Citibank, N.A.

                 

              
	
                Issue
                  Date: November 30, 2006

              	
                Trustee:
                  U.S. Bank National Association

                 

              
	
                No.
                  1

              	
                CUSIP:
                  17310R 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.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate and
        adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
        sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
        OR
        ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
        MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-A1A Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-A1A Certificates in the 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 Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-A1A
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the 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 Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which the Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        and all property acquired in respect of any Mortgage Loan in such Collateral
        Pool at a price determined as provided in the Agreement. The exercise of
        such
        right will effect early retirement of the Certificates relating to such
        Collateral Pool; however, such right to purchase is subject to the aggregate
        Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
        the
        time of purchase being less than 10% of the aggregate principal balance of
        the
        Mortgage Loans in such Collateral Pool as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	
                TEN
                  ENT - as tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	
                JT
                  TEN - as joint tenants with right

                if
                  survivorship and not as

                tenants
                  in common

              	
                _______________

                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
        unto

      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________
        _______________________________________________________________ for the account
        of _______________________________, account number
        ______________________________, or, if mailed by check,
        to_________________________________________________________ 

      
        	 	
                .

              


      

      Applicable
        statements should be mailed to___________________________________________
        

      
        	 	
                .

              


      

      This
        information is provided by ___________________________________________, the
        assignee named above, or ________________________________________, as its
        agent.

      
 

      EXHIBIT
        A-12

       

      FORM
        OF
        CLASS 2-AIO CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: 0.56544% per annum

                 

                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Notional Amount of the Class 2-

                AIO
                  Certificates as of the Issue Date: 

                $214,785,000.00

                 

                Denomination:
                  $214,785,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AP 4

                 

              


      

      THE
        NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE MONTHLY. ACCORDINGLY, THE
        OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
        SHOWN
        ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Notional Amount of the Class 2-AIO Certificates as of the Issue Date) in
        that
        certain beneficial ownership interest evidenced by all the Class 2-AIO
        Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-AIO
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      EXHIBIT
        A-13

       

      FORM
        OF
        CLASS 2-BIO CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: 0.40000% per annum

                 

                Cut-off Date and date of Pooling and
                  Servicing 

                Agreement:
                  November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Notional Amount of the Class 2-

                BIO
                  Certificates as of the Issue Date: 

                $7,500,000.00

                 

                Denomination:
                  $7,500,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AQ 2

                 

              


      

      THE
        NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE MONTHLY. ACCORDINGLY, THE
        OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
        SHOWN
        ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Notional Amount of the Class 2-BIO Certificates as of the Issue Date) in
        that
        certain beneficial ownership interest evidenced by all the Class 2-BIO
        Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-BIO
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Paying Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST

                INC.,
                  MORTGAGE PASS THROUGH

                CERTIFICATES,
                  SERIES 2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual

                capacity,
                  but solely as Authenticating Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      
 

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-14

       

      FORM
        OF
        CLASS 2-B1 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
        REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES TO THE EXTENT
        DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
        HEREIN.

       

      


      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.1
                  

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-B1 Certificates as of the Issue 

                Date:
                  $5,000,000.00

                 

                Denomination:
                  $5,000,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AS 8

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-B1 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-B1
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      Any
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made in
        accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      


      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

       


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-15

       

      FORM
        OF
        CLASS 2-B2 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
        REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES AND THE CLASS
        2-B1
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.1
                  

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-B2 Certificates as of the Issue 

                Date:
                  $2,500,000.00

                 

                Denomination:
                  $2,500,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AT 6

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-B2 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, Trust Administrator,
        Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
        of which is set forth hereafter. To the extent not defined herein, the
        capitalized terms used herein have the meanings assigned in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-B2
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      Any
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made in
        accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      



      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-16

       

      FORM
        OF
        CLASS 2-B3 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
        REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
        2-B1
        CERTIFICATES AND THE CLASS 2-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.1
                  

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-B3 Certificates as of the Issue 

                Date:
                  $1,591,000.00

                 

                Denomination:
                  $1,591,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AU 3

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.


      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-B3 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-B3
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      Any
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made in
        accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-17

       

      FORM
        OF
        CLASS 2-B4 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
        ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
        THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
        REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
        OF
        THE AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
        2-B1
        CERTIFICATES, THE CLASS 2-B2 CERTIFICATES AND THE CLASS 2-B3 CERTIFICATES
        TO THE
        EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
        HEREIN.

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-B4 Certificates as of the Issue 

                Date:
                  $2,273,000.00

                 

                Denomination:
                  $2,273,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AV 1

                 

              


      

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-B4 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-B4
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee, nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      No
        transfer of this Certificate shall be made unless the transfer is made to
        a
“qualified institutional buyer” as defined under Rule 144A under the Securities
        Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
        the registration requirements of the 1933 Act and that does not require
        registration or qualification under applicable state securities laws. In
        the
        event that a transfer of this Certificate is to be made, the Certificate
        Registrar shall require receipt of written certifications from the Holder
        of the
        Certificate desiring to effect the transfer, and from such Holder's prospective
        transferee, substantially in the forms attached to the Agreement as Exhibit
        F-1.
        None of the Depositor or the Trustee is obligated to register or qualify
        the
        Class of Certificates specified on the face hereof under the 1933 Act or
        any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Trust
        Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
        Agent and the Master Servicer against any liability that may result if the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 5.02(c) of the Agreement.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      


      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-18

       

      FORM
        OF
        CLASS 2-B5 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
        ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
        THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
        REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
        OF
        THE AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
        2-B1
        CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3 CERTIFICATES AND
        THE
        CLASS 2-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-B5 Certificates as of the Issue 

                Date:
                  $568,000.00

                 

                Denomination:
                  $568,000.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AW 9

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co.. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-B5 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-B5
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        and the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      No
        transfer of this Certificate shall be made unless the transfer is made to
        a
“qualified institutional buyer” as defined under Rule 144A under the Securities
        Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
        the registration requirements of the 1933 Act and that does not require
        registration or qualification under applicable state securities laws. In
        the
        event that a transfer of this Certificate is to be made, the Certificate
        Registrar shall require receipt of written certifications from the Holder
        of the
        Certificate desiring to effect the transfer, and from such Holder's prospective
        transferee, substantially in the forms attached to the Agreement as Exhibit
        F-1.
        None of the Depositor or the Trustee is obligated to register or qualify
        the
        Class of Certificates specified on the face hereof under the 1933 Act or
        any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Trust
        Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
        Agent and the Master Servicer against any liability that may result if the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any person using Plan Assets to acquire this Certificate shall be made except
        in
        accordance with Section 5.02(c) of the Agreement.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.


      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        A-19

       

      FORM
        OF
        CLASS 2-B6 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
        ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
        THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
        REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
        OF
        THE AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
        2-B1
        CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3 CERTIFICATES, THE
        CLASS 2-B4 CERTIFICATES AND THE CLASS 2-B5 CERTIFICATES TO THE EXTENT DESCRIBED
        IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-B6 Certificates as of the Issue 

                Date:
                  $568,607.00

                 

                Denomination:
                  $568,607.00

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

                 

                CUSIP:
                  17310R AX 7

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
        CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS
        CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
        OR
        INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class 2-B6 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        2-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
        Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), the Master Servicer, the Trust
        Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-B6
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
        the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        and the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      No
        transfer of this Certificate shall be made unless the transfer is made to
        a
“qualified institutional buyer” as defined under Rule 144A under the Securities
        Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
        the registration requirements of the 1933 Act and that does not require
        registration or qualification under applicable state securities laws. In
        the
        event that a transfer of this Certificate is to be made, the Certificate
        Registrar shall require receipt of written certifications from the Holder
        of the
        Certificate desiring to effect the transfer, and from such Holder's prospective
        transferee, substantially in the forms attached to the Agreement as Exhibit
        F-1.
        None of the Depositor or the Trustee is obligated to register or qualify
        the
        Class of Certificates specified on the face hereof under the 1933 Act or
        any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Trust
        Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
        Agent and the Master Servicer against any liability that may result if the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any person using Plan Assets to acquire this Certificate shall be made except
        in
        accordance with Section 5.02(c) of the Agreement.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.

       

      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

       

       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      



      EXHIBIT
        A-20

       

      FORM
        OF
        CLASS 2-R CERTIFICATE

       

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

       

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

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
        COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
        SUCH
        TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
        OR
        POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
        ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
        ANY
        ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
        THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
        ANY
        ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
        DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
        TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
        ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
        OR
        COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
        CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
        NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
        SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
        OR
        AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
        TO BE
        OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
        TO BE
        A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
        TO,
        THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
        CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
        PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
        DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
        OF
        THIS CERTIFICATE.

       

      
        	
                Series
                  2006-AR9

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off Date and date of Pooling and
                  

                Servicing
                  Agreement: November 1, 2006

                 

                First
                  Distribution Date: December 26, 2006

                 

                No.1
                  

              	
                Aggregate
                  Certificate Principal Balance of 

                the
                  Class 2-R Certificates as of the Issue 

                Date:
                  $100.61

                 

                Denomination:
                  $100.61

                 

                Master
                  Servicer: CitiMortgage, Inc.

                 

                Trust
                  Administrator: CitiMortgage, Inc.

                 

                Certificate
                  Registrar, Paying Agent and 

                Authenticating
                  Agent: Citibank, N.A.

                 

                Trustee:
                  U.S. Bank National Association

                 

                Issue
                  Date: November 30, 2006

              


      

       

      MORTGAGE
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, adjustable-rate
        and
        fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
        MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
        ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
        THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
        AGENCY
        OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Citigroup
        Global Markets, Inc. is
        the
        registered owner of the Percentage Interest evidenced by this Certificate
        specified above in that certain beneficial ownership interest evidenced by
        all
        the Class 2-R Certificates in the Trust Fund created pursuant to a Pooling
        and
        Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
        Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Master Servicer,
        the
        Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain
        of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the Record Date, in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class 2-R
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Paying Agent by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Paying Agent in writing at least five Business
        Days
        prior to the Record Date immediately prior to such Distribution Date or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Paying Agent of the pendency of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Paying Agent for that purpose as provided
        in
        the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Mortgage Pass-Through Certificates of the Series specified on the face hereof
        (herein called the “Certificates”) and representing the Percentage Interest
        specified above in the Class of Certificates to which this Certificate
        belongs.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
        and the
        rights of the Certificateholders, under the Agreement at any time by the
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
        the
        Trustee with the consent of the Holders of Certificates entitled to at least
        66%
        of the Voting Rights. Any such consent by the Holder of this Certificate
        shall
        be conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        exchange herefor or in lieu hereof whether or not notation of such consent
        is
        made upon this Certificate. The Agreement also permits the amendment thereof,
        in
        certain limited circumstances, without the consent of the Holders of any
        of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Certificate Registrar as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Certificate Registrar
        duly executed by, the Holder hereof or such Holder's attorney duly authorized
        in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 5.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Certificate Registrar may require payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in connection with
        any
        transfer or exchange of Certificates.

      


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

       

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

       

      The
        Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee and any agent of the Depositor, the Master Servicer, the Trust
        Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
        the
        Trustee, nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Trustee and required to be paid to them pursuant to the Agreement following
        the
        earlier of (i) the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and REO Property remaining in
        the
        Trust Fund and (ii) the purchase by the party designated in the Agreement
        at a
        price determined as provided in the Agreement from the Trust Fund of all
        the
        Mortgage Loans and all property acquired in respect of such Mortgage Loans.
        The
        Agreement permits, but does not require, the party designated in the Agreement
        to purchase from the Trust Fund all the Mortgage Loans in the Collateral
        Pool
        relating to this Certificate and all property acquired in respect of any
        Mortgage Loan in such Collateral Pool at a price determined as provided in
        the
        Agreement. The exercise of such right will effect early retirement of the
        Certificates relating to such Collateral Pool; however, such right to purchase
        is subject to the aggregate Stated Principal Balance of the Mortgage Loans
        in
        such Collateral Pool at the time of purchase being less than 10% of the
        aggregate principal balance of the Mortgage Loans in such Collateral Pool
        as of
        the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor,
        and the
        Trustee assumes no responsibility for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Authenticating
        Agent, by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement or be valid for any purpose.

       

      IN
        WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
        executed.

       

      Dated:
        November ___, 2006

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A., not in its individual capacity, but solely as Paying
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                  2006-AR9

                 

                CITIBANK,
                  N.A., not in its individual capacity, but solely as Authenticating
                  Agent

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              


      

      
 

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - Custodian

              
	 	 	 	 
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                (Cust)
                  (Minor) under

                Uniform
                  Gifts to Minors Act

              
	 	 	 	 
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	
                _________________

                State

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        


      
        	 
	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Mortgage Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address: 

      
        	 
	 	
                .

              


      

      


      Dated:

       

      
        	 	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        

      
        	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              


      

      


      
        	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      
 

      EXHIBIT
        B

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

       

      REPORTING
        RESPONSIBILITY

       

      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 3.19. 

      


      Under
        Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be
        included in the periodic Payment Date statement under Section 6.07, provided
        by
        the Trust Administrator based on information received from the Master Servicer;
        and b) items marked “Form 10-D report” are required to be in the Form 10-D
        report but not the 6.07 statement, provided by the party indicated. Information
        under all other Items of Form 10-D is to be included in the Form 10-D report.
        All such information and any other Items on Form 8-K and Form 10-D set forth
        in
        this Exhibit shall be sent to the Trust Administrator and the
        Depositor.

      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicer(s)

              	
                Master
                  Servicer

              	
                Trust
                  Administrator

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	
                10-D

              	
                Must
                  be filed within 15 days of the payment date for the asset-backed
                  securities.

              	 	
                (nominal)

              	 	 
	
                1

              	
                Distribution
                  and Pool Performance Information

              	 	 	 	 	 	 	 
	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	 	 	 	 	 	 	 
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	 	 	
                X

                 

                (6.07
                  Statement)

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

              	 	 	
                X

                 

                (6.07
                  Statement)

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

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	 	 	
                X

                 

                (6.07
                  Statement)

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

              	 	 	
                X

                 

                (6.07
                  Statement)

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

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	 	 	
                X

                 

                (6.07
                  Statement)

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

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	 
	
                (9)
                  Delinquency and loss information for the period.

              	
                X

              	
                X

              	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.
                  (methodology)

              	
                X

              	 	 	 	 	 	 
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                X

              	
                X

              	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                X

              	
                X

              	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                X

              	
                X

              	
                X

                 

                (if
                  agreed upon by the parties)

              	 	 	
                X

              	 
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	 	 	
                X

                 

                (6.07
                  Statement)

              	 	 	 	 
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

              	 	 	 	 	 	
                X

              	 
	
                information
                  regarding any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              	 
	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	 	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	 	
                X

              	 
	
                2

              	
                Legal
                  Proceedings

              	 	 	 	 	 	 	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	
                X

              	 	 
	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Trust
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 	 	 	 	 	 	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	 	 	 	 	 	
                X

              	 
	
                4

              	
                Defaults
                  Upon Senior Securities

              	 	 	 	 	 	 	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	 	 	
                X

              	 	 	 	 
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 	 	 	 	 	 	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	 	 	
                X

              	 	 	 	 
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	 	 	 	 	 	
                X

              	 
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 	 	 	 	 	 	 
	
                7

              	
                Significant
                  Enhancement Provider Information

              	 	 	 	 	 	 	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 
	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 	 	 	 	 	 	 
	
                8

              	
                Other
                  Information

              	 	 	 	 	 	 	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              
	
                9

              	
                Exhibits

              	 	 	 	 	 	 	 
	
                Distribution
                  report

              	 	 	
                X

              	 	 	 	 
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	 	 	 	 	 	
                X

              	 
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              	 	 	 	 
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                Examples:
                  servicing agreement, custodial agreement.

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                X

              	
                X

              	
                X 

              	 	 	
                X 

              	
                X

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	
                X

              	
                X

              	
                X 

              	 	 	
                X

              	
                X 

              
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                Examples:
                  servicing agreement, custodial agreement.

              	 	 	 	 	 	 	 
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	
                X

              	
                X

              	
                X 

              	
                X

              	 	
                X 

              	
                X

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 	 	 	 	 	 	 
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the 6.07 statement

              	 	
                X

              	
                X

              	 	 	 	 
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	 	 	
                X

              	 	 	
                X

              	 
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	 	 	 	 	 	 	 
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	 	 	 	 	 	
                X

              	 
	
                5.06

              	
                Change
                  in Shell Company Status

              	 	 	 	 	 	 	 
	
                [Not
                  applicable to ABS issuers]

              	 	 	 	 	 	
                X

              	 
	
                6.01

              	
                ·  ABS
                  Informational and Computational Material

              	 	 	 	 	 	 	 
	
                [Not
                  included in reports to be filed under Section 3.18]

              	 	 	 	 	 	
                X

              	 
	
                6.02

              	
                Change
                  of Servicer or Trustee

              	 	 	 	 	 	 	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee. 

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              	 
	 	
                Reg
                  AB disclosure about any new servicer is also required.

              	
                X

              	 	 	 	 	 	 
	
                Reg
                  AB disclosure about any new trustee is also required.

              	 	 	 	 	
                X
                  (to the extent required by successor trustee

              	 	 
	
                Reg
                  AB disclosure about any new Trust Administrator is also
                  required.

              	 	 	
                X

              	 	 	 	 
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support

              	 	 	 	 	 	 	 
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	 	 	
                X

              	 	 	
                X

              	 
	 	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	 	 	
                X

              	 	 	
                X

              	 
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	 	 	
                X

              	 	 	 	 
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 	 	 	 	 	 	 
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	 	 	 	 	 	
                X

              	
                 

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	 	 	 	 	 	
                X

              	 
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                X

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 
	
                8.01

              	
                Other
                  Events

              	 	 	 	 	 	 	 
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	 	 	 	 	 	
                X

              	 
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event.

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              	 	 	 	 
	
                9B

              	
                Other
                  Information

              	 	 	 	 	 	 	 
	 	 	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  above.

              
	 	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	 	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	 	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	
                X

              	 
	 	 	
                Determining
                  current significance percentage

              	 	 	
                X

              	 	 	 	 
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	 	 	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	 	 	 
	
                Issuing
                  entity

              	 	 	 	 	 	
                X

              	 
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Trust
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	 	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	 	 	
                X

              	 	 
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	 	 	 	 	 
	
                Trust
                  Administrator

              	 	 	
                X

              	 	 	 	 
	
                Originator

              	 	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 	 
	
                Credit
                  Enhancer/Support Provider

              	 	 	 	 	 	
                X

              	 
	
                Significant
                  Obligor

              	 	 	 	 	 	
                X

              	 
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                X

              	 	 	 
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	 	 	 	 	 


      

      
 

      EXHIBIT
        C

       

      SERVICING
        CRITERIA TO BE ADDRESSED IN

      ASSESSMENT
        OF COMPLIANCE

       

      Definitions

      Primary
        Servicer - transaction party having borrower contact

      Master
        Servicer - aggregator of pool assets

      Trust
        Administrator - waterfall calculator (may be the Trustee, or may be the Master
        Servicer)

      Back-up
        Servicer - named in the transaction (in the event a Back up Servicer becomes
        the
        Primary Servicer, follow Primary Servicer obligations)

      Custodian
        - safe keeper of pool assets

      Paying
        Agent - distributor of funds to ultimate investor 

      Trustee
        -
        fiduciary of the transaction

      


      Note:
        The
        definitions above describe the essential function that the party performs,
        rather than the party’s title. So, for example, in a particular transaction, the
        trustee may perform the “paying agent” and “trust administrator” functions,
        while in another transaction, the trust administrator may perform these
        functions.

      


      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements.

      


      Key:

      X
        -
        obligation

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Trust
                  Administrator

              	
                Paying
                  Agent

              
	 	
                General
                  Servicing Considerations

              	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	 	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	
                X

              	
                X

              	 	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained. 

              	 	 	 	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	
                X

              	
                X

              	 	 
	 	
                Cash
                  Collection and Administration

              	 	 	 	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	 	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	
                X

              	
                X

              	 	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	 	 	
                X

              	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  * 

              	
                X

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	 	 
	
                1122(d)(2)(vii)
                  

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                X

              	 	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.
                  

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	 	
                X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	
                X

              	 	
                X

              
	 	
                Pool
                  Asset Administration

              	 	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	 	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	 	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	 	
                X

              	 	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. 

              	 	 	
                X

              	 


      

      __________________

      
        
          * Subject
            to clarification from the SEC.

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        D

       

      FORM
        OF
        MORTGAGE LOAN PURCHASE AGREEMENT

       

      

        MORTGAGE
          LOAN PURCHASE AGREEMENT

         

        This
          is a
          Mortgage Loan Purchase Agreement (the “Agreement”), dated November 29, 2006
          between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the
          “Purchaser”) and Citigroup Global Markets Realty Corp., a New York corporation
          (the “Seller”).

         

        Preliminary
          Statement

         

        The
          Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
          Purchaser on the terms and subject to the conditions set forth in this
          Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
          pool comprising the trust fund. The trust fund will be evidenced by a single
          series of mortgage pass-through certificates designated as Series 2006-AR9
          (the
“Certificates”). The Certificates will consist of twenty classes of
          certificates. The Certificates will be issued pursuant to a Pooling and
          Servicing Agreement, dated as of November 1, 2006 (the “Pooling and Servicing
          Agreement”), among the Purchaser as depositor, CitiMortgage, Inc. as master
          servicer (in such capacity, the “Master Servicer”) and as trust administrator
          (in such capacity, the “Trust Administrator”) Citibank, N.A. as paying agent,
          certificate registrar and authenticating agent and U.S. Bank National
          Association as trustee (the “Trustee”). Capitalized terms used but not defined
          herein shall have the meanings set forth in the Pooling and Servicing
          Agreement.

         

        The
          parties hereto agree as follows:

         

        Section
          1.  Agreement
          to Purchase.
          The
          Seller agrees to sell, and the Purchaser agrees to purchase, on or before
          November 30, 2006 (the “Closing Date”), certain adjustable-rate, conventional
          residential mortgage loans (the “Mortgage Loans”) originated by Wells Fargo
          Bank, N.A. (the “Originator”), having an aggregate principal balance as of the
          close of business on November 1, 2006 (the “Cut-off Date”) of $ 652,622,173 (the
“Closing Balance”), after giving effect to all payments due on the Mortgage
          Loans on or before the Cut-off Date, whether or not received.

         

        The
          Seller, concurrently with the execution and delivery of this Agreement
          does
          hereby sell, and in connection therewith hereby assigns to the Purchase,
          effective as of the Closing Date, without recourse, (i) all of its right,
          title
          and interest in the Cap Contract, dated November 30, 2006 and (ii) all
          proceeds
          of the foregoing.

         

        Notwithstanding
          any of the foregoing, the Seller shall retain its rights against the Originator
          relating to remedies for breaches of loan-level representations and warranties
          and remedies with respect to early payment defaults, if any.

         

        Section
          2.  Mortgage
          Loan Schedule.
          The
          Purchaser and the Seller have agreed upon which of the mortgage loans owned
          by
          the Seller are to be purchased by the Purchaser pursuant to this Agreement
          and
          the Seller will prepare or cause to be prepared on or prior to the Closing
          Date
          a final schedule (the “Closing Schedule”) that together shall describe such
          Mortgage Loans and set forth all of the Mortgage Loans to be purchased
          under
          this Agreement. The Closing Schedule will conform to the requirements set
          forth
          in this Agreement and to the definition of “Mortgage Loan Schedule” under the
          Pooling and Servicing Agreement. The Closing Schedule shall be used as
          the
          Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall
          be
          prepared by the Seller based on information provided by the
          Originator.

         

        Section
          3.  Consideration.

         

        (a)  In
          consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
          shall, as described in Section 7, pay to or upon the order of the Seller
          in
          immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal
          to the net sale proceeds of the Certificates, plus accrued
          interest.

         

        (b)  The
          Purchaser or any assignee, transferee or designee of the Purchaser shall
          be
          entitled to all scheduled payments of principal due after the Cut-off Date,
          all
          other payments of principal due and collected after the Cut-off Date, and
          all
          payments of interest on the Mortgage Loans allocable to the period after
          the
          Cut-off Date. All scheduled payments of principal and interest due on or
          before
          the Cut-off Date and collected after the Cut-off Date shall belong to the
          Seller.

         

        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign all of
          its
          right, title and interest in and to the Mortgage Loans, together with its
          rights
          under this Agreement, to the Trustee for the benefit of the related
          Certificateholders.

         

        Section
          4.  Transfer
          of the Mortgage Loans.

         

        (a)  Possession
          of Mortgage Files.
          The
          Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
          without recourse but subject to the terms of this Agreement, all of its
          right,
          title and interest in, to and under the Mortgage Loans. The contents of
          each
          Mortgage File not delivered to the Purchaser or to any assignee, transferee
          or
          designee of the Purchaser on or prior to the Closing Date are and shall
          be held
          in trust by the Seller for the benefit of the Purchaser or any assignee,
          transferee or designee of the Purchaser. Upon the sale of the Mortgage
          Loans,
          the ownership of each Mortgage Note, the related Mortgage and the other
          contents
          of the related Mortgage File is vested in the Purchaser and the ownership
          of all
          records and documents with respect to each related Mortgage Loan prepared
          by or
          that come into the possession of the Seller on or after the Closing Date
          shall
          immediately vest in the Purchaser and shall be delivered immediately to
          the
          Purchaser or as otherwise directed by the Purchaser.

         

        (b)  Delivery
          of Mortgage Loan Documents.
          The
          Seller will, on or prior to the Closing Date, deliver or cause to be delivered
          to the Purchaser or any assignee, transferee or designee of the Purchaser
          each
          of the following documents for each Mortgage Loan:

         

        (i)  the
          original Mortgage Note, endorsed in one of the following forms: (i) in
          the name
          of the Trustee or (ii) in blank, in each case, with all prior and intervening
          endorsements showing a complete chain of endorsement from the originator
          to the
          Person so endorsing to the Trustee; 

         

        (ii)  the
          original Mortgage with evidence of recording thereon; 

         

        (iii)  an
          original Assignment of the Mortgage in recordable form in blank or to the
          Trustee; 

         

        (iv)  the
          original recorded Assignment or Assignments of the Mortgage showing a complete
          chain of assignment from the originator to the Person assigning the Mortgage
          in
          blank or to the Trustee as contemplated by the immediately preceding clause
          (iii); 

         

        (v)  the
          original of or a copy of each related assumption, modification, consolidation
          or
          extension agreement, with evidence of recording thereon, if any; 

         

        (vi)  with
          respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
          to
          a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
          Policy or certificate; 

         

        (vii)  the
          original mortgagee title insurance policy or an attorney’s opinion of title
          where customary; and

         

        (viii)  any
          of
          the following that are in the possession of the Seller or a document custodian
          on its behalf: (A) the original of or a copy of any security agreement,
          chattel
          mortgage or equivalent document executed in connection with the Mortgage
          or (B)
          the original of or a copy of any power of attorney, if applicable. 

         

        With
          respect to a maximum of approximately 5.00% of the original Mortgage Loans,
          by
          outstanding principal balance of the original Mortgage Loans as of the
          Cut-off
          Date, if any original Mortgage Note referred to in Section 4(b)(i) above
          cannot
          be located, the obligations of the Seller to deliver such documents shall
          be
          deemed to be satisfied upon delivery to the Trust Administrator (as designee
          of
          the Purchaser) of a photocopy of such Mortgage Note, if available, with
          a lost
          note affidavit. If any of the original Mortgage Notes for which a lost
          note
          affidavit was delivered to the Trust Administrator is subsequently located,
          such
          original Mortgage Note shall be delivered to the Trust Administrator within
          three Business Days.

         

        If
          any of
          the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has
          as of
          the Closing Date been submitted for recording but either (x) has not been
          returned from the applicable public recording office or (y) has been lost
          or
          such public recording office has retained the original of such document,
          the
          obligations of the Seller to deliver such documents shall be deemed to
          be
          satisfied upon (1) delivery to the Trust Administrator of a copy of each
          such
          document certified by the Originator in the case of (x) above or the applicable
          public recording office in the case of (y) above to be a true and complete
          copy
          of the original that was submitted for recording and (2) if such copy is
          certified by the Originator, delivery to the Trust Administrator promptly
          upon
          receipt thereof of either the original or a copy of such document certified
          by
          the applicable public recording office to be a true and complete copy of
          the
          original. 

         

        To
          the
          extent not already recorded, the Trust Administrator, at the expense of
          the
          Seller shall pursuant to the Pooling and Servicing Agreement promptly (and
          in no
          event later than three months following the later of the Closing Date and
          the
          date of receipt by the Trust Administrator of the recording information
          for a
          Mortgage) submit or cause to be submitted for recording, at no expense
          to the
          Trust Estate or the Trust Administrator, in the appropriate public office
          for
          real property records, each Assignment delivered to it pursuant to Sections
          4(b)(iii) and (iv) above. In the event that any such Assignment is lost
          or
          returned unrecorded because of a defect therein, the Trust Administrator,
          at the
          expense of the Seller, shall promptly prepare or cause to be prepared a
          substitute Assignment or cure or cause to be cured such defect, as the
          case may
          be, and thereafter cause each such Assignment to be duly recorded.
          Notwithstanding the foregoing, but without limiting the requirement that
          such
          Assignments be in recordable form, neither the Trust Administrator nor
          the
          Trustee shall be required to submit or cause to be submitted for recording
          each
          Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) if such
          recordation shall not, as of the Closing Date, be required by the Rating
          Agencies, as a condition to their assignment on the Closing Date of their
          initial ratings to the Certificates, as evidenced by the delivery by the
          Rating
          Agencies of their ratings letters on the Closing Date.

         

        The
          Seller shall deliver or cause to be delivered to the Trust Administrator
          promptly upon receipt thereof any other original documents constituting
          a part
          of a Mortgage File received with respect to any Mortgage Loan, including,
          but
          not limited to, any original documents evidencing an assumption, modification,
          consolidation or extension of any Mortgage Loan. 

         

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

         

        (c)  Acceptance
          of Mortgage Loans.
          The
          documents delivered pursuant to Section 4(b) hereof shall be reviewed by
          the
          Purchaser or any assignee, transferee or designee of the Purchaser at any
          time
          before or after the Closing Date (and with respect to each document permitted
          to
          be delivered after the Closing Date within seven days of its delivery)
          to
          ascertain that all required documents have been executed and received and
          that
          such documents relate to the Mortgage Loans identified on the Mortgage
          Loan
          Schedule.

         

        (d)  Transfer
          of Interest in Agreements.
          The
          Purchaser has the right to assign its interest under this Agreement, in
          whole or
          in part, to the Trustee, as may be required to effect the purposes of the
          Pooling and Servicing Agreement, without the consent of the Seller, and
          the
          assignee shall succeed to the rights and obligations hereunder of the Purchaser.
          Any expense reasonably incurred by or on behalf of the Purchaser or the
          Trustee
          in connection with enforcing any obligations of the Seller under this Agreement
          will be promptly reimbursed by the Seller.

         

        (e)  Examination
          of Mortgage Files.
          Prior
          to the Closing Date, the Seller shall either (i) deliver in escrow to the
          Purchaser or to any assignee, transferee or designee of the Purchaser,
          for
          examination, the Mortgage File pertaining to each Mortgage Loan, or (ii)
          make
          such Mortgage Files available to the Purchaser or to any assignee, transferee
          or
          designee of the Purchaser for examination. Such examination may be made
          by the
          Purchaser or the Trustee, and their respective designees, upon reasonable
          notice
          to the Seller during normal business hours before the Closing Date and
          within 60
          days after the Closing Date. If any such person makes such examination
          prior to
          the Closing Date and identifies any Mortgage Loans that do not conform
          to the
          requirements of the Purchaser as described in this Agreement, such Mortgage
          Loans shall be deleted from the Closing Schedule. The Purchaser may, at
          its
          option and without notice to the Seller, purchase all or part of the Mortgage
          Loans without conducting any partial or complete examination. The fact
          that the
          Purchaser or any person has conducted or has failed to conduct any partial
          or
          complete examination of the Mortgage Files shall not affect the rights
          of the
          Purchaser or any assignee, transferee or designee of the Purchaser to demand
          repurchase or other relief as provided herein or under the Pooling and
          Servicing
          Agreement.

         

        Section
          5.  Representations,
          Warranties and Covenants of the Seller.

         

        The
          Seller and the Purchaser understand, acknowledge and agree that, the
          representations and warranties set forth in this Section 5 are made as
          of the
          Closing Date or as of the date specifically provided herein. 

         

        As
          permitted under the Amended and Restated Master Mortgage Loan Purchase
          Agreement, dated as of March 1, 2006, and as amended October 26, 2006,
          between
          the Seller and Wells Fargo (the “Wells Fargo Purchase Agreement”), the Seller
          hereby assigns to the Purchaser all of its right, title and interest under
          the
          Purchase Agreement to the extent of the Mortgage Loans set forth on the
          Mortgage
          Loan Schedule, including, but not limited to, any representations and warranties
          of the Originator concerning the Mortgage Loans.

        


        (a)  The
          Seller hereby represents and warrants, as to each Mortgage Loan, to the
          Purchaser, as of the date hereof and as of the Closing Date, and covenants,
          that:

         

        (i)  Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws.

         

        (ii)  None
          of
          the mortgage loans are (i) “High Cost” as such term is defined in the Home
          Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent
          provision as defined by the applicable predatory and abusive lending
          laws.

         

        (iii)  An
          appraisal form 1004 or Form 2055 with an interior inspection for first
          lien
          mortgage loans has been obtained.

         

        (iv)  No
          Mortgage Loan is a high cost loan or a covered loan, as applicable (as
          such
          terms are defined in the current version of Standard & Poor's LEVELS®
Glossary Revised, Appendix E).

         

        (v)  (vi)There
          is
          no mortgage loan in the trust that was originated on or after October 1,
          2002
          and before March 7, 2003 which is secured by property located in the State
          of
          Georgia.

         

        (b)  [Reserved].

         

        


        (c)  The
          Seller hereby represents and warrants to the Purchaser, as of the date
          hereof
          and as of the Closing Date, and covenants, that:

         

        (i)  The
          Seller is duly organized, validly existing and in good standing as a corporation
          under the laws of the State of New York with full corporate power and authority
          to conduct its business as presently conducted by it to the extent material
          to
          the consummation of the transactions contemplated herein. The Seller has
          the
          full corporate power and authority to own the Mortgage Loans and to transfer
          and
          convey the Mortgage Loans to the Purchaser and has the full corporate power
          and
          authority to execute and deliver, engage in the transactions contemplated
          by,
          and perform and observe the terms and conditions of this Agreement.

         

        (ii)  The
          Seller has duly authorized the execution, delivery and performance of this
          Agreement, has duly executed and delivered this Agreement, and this Agreement,
          assuming due authorization, execution and delivery hereof by the Purchaser,
          constitutes a legal, valid and binding obligation of the Seller, enforceable
          against it in accordance with its terms except as the enforceability thereof
          may
          be limited by bankruptcy, insolvency or reorganization or by general principles
          of equity.

         

        (iii)  The
          execution, delivery and performance of this Agreement by the Seller (x)
          does not
          conflict and will not conflict with, does not breach and will not result
          in a
          breach of and does not constitute and will not constitute a default (or
          an
          event, which with notice or lapse of time or both, would constitute a default)
          under (A) any terms or provisions of the articles of incorporation or by-laws
          of
          the Seller, (B) any term or provision of any material agreement, contract,
          instrument or indenture, to which the Seller is a party or by which the
          Seller
          or any of its property is bound or (C) any law, rule, regulation, order,
          judgment, writ, injunction or decree of any court or governmental authority
          having jurisdiction over the Seller or any of its property and (y) does
          not
          create or impose and will not result in the creation or imposition of any
          lien,
          charge or encumbrance which would have a material adverse effect upon the
          Mortgage Loans or any documents or instruments evidencing or securing the
          Mortgage Loans.

         

        (iv)  No
          consent, approval, authorization or order of, registration or filing with,
          or
          notice on behalf of the Seller to any governmental authority or court is
          required, under federal laws or the laws of the State of New York, for
          the
          execution, delivery and performance by the Seller of, or compliance by
          the
          Seller with, this Agreement or the consummation by the Seller of any other
          transaction contemplated hereby and by the Pooling and Servicing Agreement;
          provided, however, that the Seller makes no representation or warranty
          regarding
          federal or state securities laws in connection with the sale or distribution
          of
          the Certificates.

         

        (v)  This
          Agreement does not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained herein
          not
          misleading. The written statements, reports and other documents prepared
          and
          furnished or to be prepared and furnished by the Seller pursuant to this
          Agreement or in connection with the transactions contemplated hereby taken
          in
          the aggregate do not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained therein
          not
          misleading.

         

        (vi)  The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder.

         

        (vii)  The
          Seller does not believe, nor does it have any reason or cause to believe,
          that
          it cannot perform each and every covenant contained in this
          Agreement.

         

        (viii)  Immediately
          prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
          the Seller will be the owner of the related Mortgage and the indebtedness
          evidenced by the related Mortgage Note, and, upon the payment to the Seller
          of
          the Purchase Price, in the event that the Seller retains or has retained
          record
          title, the Seller shall retain such record title to each Mortgage, each
          related
          Mortgage Note and the related Mortgage Files with respect thereto in trust
          for
          the Purchaser as the owner thereof from and after the date hereof.

         

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

         

        (x)  The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller are not
          subject
          to the bulk transfer or any similar statutory provisions.

         

        (xi)  The
          Seller has not dealt with any broker, investment banker, agent or other
          person,
          except for the Purchaser or any of its affiliates, that may be entitled
          to any
          commission or compensation in connection with the sale of the Mortgage
          Loans.

         

        (xii)  There
          is
          no litigation currently pending or, to the best of the Seller’s knowledge
          without independent investigation, threatened against the Seller that would
          reasonably be expected to adversely affect the transfer of the Mortgage
          Loans,
          the issuance of the Certificates or the execution, delivery, performance
          or
          enforceability of this Agreement, or that would result in a material adverse
          change in the financial condition of the Seller.

         

        (xiii)  The
          Seller is solvent and will not be rendered insolvent by the consummation
          of the
          transactions contemplated hereby. The Seller is not transferring any Mortgage
          loan with any intent to hinder, delay or defraud any of its
          creditors.

         

        (d)  With
          respect to the Wells Fargo Mortgage Loans, the Seller hereby represents
          and
          warrants, for the benefit of the Purchaser, that the representations and
          warranties set forth on Exhibit A hereto are true and correct as of the
          date
          hereof and as of the Closing Date.

         

        	Section
                6.  	
                Repurchase
                  Obligation for Defective Documentation and for Breach of Representation
                  and Warranty.

              


         

        It
          is
          understood and agreed that the representations and warranties set forth
          in
          Section 5 shall survive the sale of the Mortgage Loans to the Purchaser
          and
          shall inure to the benefit of the Purchaser and any assignee, transferee
          or
          designee of the Purchaser, including the Trustee for the benefit of holders
          of
          the Mortgage Pass-Through Certificates evidencing an interest in all or
          a
          portion of the Mortgage Loans, notwithstanding any restrictive or qualified
          endorsement on any Mortgage Note or Assignment or the examination or lack
          of
          examination of any Mortgage File. With respect to the representations and
          warranties contained herein that are made to the knowledge or the best
          knowledge
          of the Seller, or as to which the Seller has no knowledge, if it is discovered
          that the substance of any such representation and warranty is inaccurate
          and the
          inaccuracy materially and adversely affects the value of the related Mortgage
          Loan, or the interest therein of the Purchaser or the Purchaser’s assignee,
          designee or transferee, then notwithstanding the Seller’s lack of knowledge with
          respect to the substance of such representation and warranty being inaccurate
          at
          the time the representation and warranty was made, such inaccuracy shall
          be
          deemed a breach of the applicable representation and warranty and the Seller
          shall take such action described in the following paragraphs of this Section
          6
          in respect of such Mortgage Loan. Upon discovery by either the Seller or
          the
          Purchaser of a breach of any of the foregoing representations and warranties
          made by the Seller that materially and adversely affects the value of the
          Mortgage Loans or the interest of the Purchaser (or which materially and
          adversely affects the interests of the Purchaser in the related Mortgage
          Loan in
          the case of a representation and warranty relating to a particular Mortgage
          Loan), the party discovering such breach shall give prompt written notice
          to the
          other.

         

        Within
          90
          days of the earlier of either discovery by or notice to the Seller of any
          breach
          of a representation or warranty made by the Seller that materially and
          adversely
          affects the value of a Mortgage Loan or the Mortgage Loans or the interest
          therein of the Purchaser, the Seller shall use its best efforts promptly
          to cure
          such breach in all material respects and, if such breach cannot be cured,
          the
          Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
          Purchase Price. The Seller may, at the request of the Purchaser and assuming
          the
          Seller has a Qualified Substitute Mortgage Loan, rather than repurchase
          a
          deficient Mortgage Loan as provided above, remove such Mortgage Loan and
          substitute in its place a Qualified Substitute Mortgage Loan or Loans.
          If the
          Seller does not provide a Qualified Substitute Mortgage Loan or Loans,
          it shall
          repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
          pursuant to the foregoing provisions of this Section 6 shall occur on a
          date
          designated by the Purchaser and shall be accomplished by deposit in accordance
          with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase
          or
          substitution required by this Section shall be made in a manner consistent
          with
          Section 2.03 of the Pooling and Servicing Agreement.

         

        At
          the
          time of substitution or repurchase by the Seller of any deficient Mortgage
          Loan,
          the Purchaser and the Seller shall arrange for the reassignment of the
          repurchased or substituted Mortgage Loan to the Seller and the delivery
          to the
          Seller of any documents held by the Trustee relating to the deficient or
          repurchased Mortgage Loan. In the event the Purchase Price is deposited
          in the
          Collection Account. The Seller shall, simultaneously with such deposit,
          give
          written notice to the Purchaser that such deposit has taken place. Upon
          such
          repurchase, the Mortgage Loan Schedule shall be amended to reflect the
          withdrawal of the repurchased Mortgage Loan from this Agreement.

         

        As
          to any
          Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
          Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
          to the Purchaser or its designee for such Qualified Substitute Mortgage
          Loan or
          Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
          and agreements as are required by the Pooling and Servicing Agreement,
          with the
          Mortgage Note endorsed as required therein. The Seller shall remit for
          deposit
          in the Collection Account the Monthly Payment due on such Qualified Substitute
          Mortgage Loan or Loans in the month following the date of such substitution.
          Monthly payments due with respect to Qualified Substitute Mortgage Loans
          in the
          month of substitution will be retained by the Seller. For the month of
          substitution, distributions to the Purchaser will include the Monthly Payment
          due on such Deleted Mortgage Loan in the month of substitution, and the
          Seller
          shall thereafter be entitled to retain all amounts subsequently received
          by the
          Seller in respect of such Deleted Mortgage Loan. Upon such substitution,
          the
          Qualified Substitute Mortgage Loans shall be subject to the terms of this
          Agreement in all respects, and the Seller shall be deemed to have made
          with
          respect to such Qualified Substitute Mortgage Loan or Loans as of the date
          of
          substitution, the covenants, representations and warranties set forth in
          Section
          5.

         

        It
          is
          understood and agreed that the representations and warranties set forth
          in
          Section 5 shall survive delivery of the respective Mortgage Files to the
          Trustee
          on behalf of the Purchaser.

         

        It
          is
          understood and agreed that (i) the obligations of the Seller set forth
          in this
          Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
          and
          (ii) the obligations of the Seller as provided in the next sentence constitute
          the sole remedies of the Purchaser respecting a missing or defective document
          or
          a breach of the representations and warranties contained in Section 5.
          The
          Seller shall indemnify the Purchaser and hold it harmless against any losses,
          damages, penalties, fines, forfeitures, reasonable and necessary legal
          fees and
          related costs, judgments, and other costs and expenses resulting from any
          claim,
          demand, defense or assertion based on or grounded upon, or resulting from,
          a
          breach of the representations and warranties contained in Sections 5(a),
          (c),
          (d) and (e) this Agreement. 

         

        Section
          7.  Closing;
          Payment for the Mortgage Loans.
          The
          closing of the purchase and sale of the Mortgage Loans shall be held at
          the New
          York City office of Thacher Proffitt & Wood llp
          at 10:00
          AM New York City time on the Closing Date.

         

        The
          closing shall be subject to each of the following conditions:

         

        (a)  All
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct in all material respects as of the date as of which they
          are
          made and no event shall have occurred which, with notice or the passage
          of time,
          would constitute a default under this Agreement;

         

        (b)  The
          Purchaser shall have received, or the attorneys of the Purchaser shall
          have
          received in escrow (to be released from escrow at the time of closing),
          all
          Closing Documents as specified in Section 8 of this Agreement, in such
          forms as
          are agreed upon and acceptable to the Purchaser, duly executed by all
          signatories other than the Purchaser as required pursuant to the respective
          terms thereof;

         

        (c)  The
          Seller shall have delivered or caused to be delivered and released to the
          Purchaser or to its designee, all documents (including without limitation,
          the
          Mortgage Loans) required to be so delivered by the Purchaser; and

         

        (d)  All
          other
          terms and conditions of this Agreement shall have been complied
          with.

         

        Subject
          to the foregoing conditions, the Purchaser shall deliver or cause to be
          delivered to the Seller on the Closing Date, against delivery and release
          by the
          Seller to the Trustee of all documents required pursuant to the Pooling
          and
          Servicing Agreement, the consideration for the Mortgage Loans as specified
          in
          Section 3 of this Agreement, by delivery to the Seller of the Mortgage
          Loan
          Purchase Price.

         

        Section
          8.  Closing
          Documents.
          Without
          limiting the generality of Section 7 hereof, the closing shall be subject
          to
          delivery of each of the following documents:

         

        (a)  An
          Officers’ Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
          form acceptable to the Purchaser;

         

        (b)  A
          Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
          and attached thereto copies of the certificate of incorporation, by-laws
          and
          certificate of good standing of the Seller;

         

        (c)  An
          Opinion of Counsel of the Seller, dated the Closing Date and addressed
          to the
          Purchaser and the Underwriter, in a form acceptable to the
          Purchaser;

         

        (d)  An
          Officers’ Certificate of each Originator, dated the Closing Date, upon which the
          Purchaser and the Underwriter may rely, in a form acceptable to the
          Purchaser;

         

        (e)  A
          Secretary’s Certificate of each Originator, dated the Closing Date, upon which
          the Purchaser and the Underwriter may rely, in a form acceptable to the
          Purchaser, and attached thereto copies of the certificate of incorporation,
          by-laws and certificate of good standing of the Originator;

         

        (f)  Such
          opinions of counsel as the Rating Agencies or the Trustee may request in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser
          or
          the Seller’s execution and delivery of, or performance under, this
          Agreement;

         

        (g)  A
          letter
          from Deloitte & Touche L.L.P., certified public accountants, dated the date
          hereof and to the effect that they have performed certain specified procedures
          as a result of which they determined that certain information of an accounting,
          financial or statistical nature set forth in the Purchaser’s Prospectus
          Supplement, dated November 29, 2006 and the Purchaser’s Private Placement
          Memorandum, dated November 30, 2006, agrees with the records of the
          Seller;

         

        (h)  Letters
          from certified public accountants for each Originator, dated the date hereof
          and
          to the effect that they have performed certain specified procedures as
          a result
          of which they determined that certain information of an accounting, financial
          or
          statistical nature set forth in the Purchaser’s Prospectus Supplement, dated
          November 29, 2006 under the subheading “The Servicer” and the Purchaser’s
          Private Placement Memorandum, dated November 30, 2006, under the subheading
“The
          Servicer” agrees with the records of the Servicer; and

         

        (i)  Such
          further information, certificates, opinions and documents as the Purchaser
          or
          the Underwriter may reasonably request.

         

        Section
          9.  Costs.
          The
          Seller shall pay (or shall reimburse the Purchaser or any other Person
          to the
          extent that the Purchaser or such other Person shall pay) all necessary
          and
          reasonable costs and expenses incurred directly in delivering this Agreement,
          the Pooling and Servicing Agreement, the Certificates, the prospectus,
          prospectus supplement and private placement memorandum relating to the
          Certificates and other related documents, the initial fees, costs and expenses
          of the Trust Administrator and the Trustee set forth in an engagement letter
          delivered to the Seller by the Trust Administrator, the fees and expenses
          of the
          Purchaser’s counsel in connection with the preparation of all documents relating
          to the securitization of the Mortgage Loans, the filing fee charged by
          the
          Securities and Exchange Commission for registration of the Certificates,
          the
          fees charged by any rating agency to rate the Certificates and the ongoing
          expenses of the Rating Agencies. All other costs and expenses in connection
          with
          the transactions contemplated hereunder shall be borne by the party incurring
          such expense.

         

        Section
          10.  [Reserved].

         

        Section
          11.  Mandatory
          Delivery; Grant of Security Interest.
          The
          sale and delivery on the Closing Date of the Mortgage Loans described on
          the
          Mortgage Loan Schedule in accordance with the terms and conditions of this
          Agreement is mandatory. It is specifically understood and agreed that each
          Mortgage Loan is unique and identifiable on the date hereof and that an
          award of
          money damages would be insufficient to compensate the Purchaser for the
          losses
          and damages incurred by the Purchaser in the event of the Seller’s failure to
          deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
          grants to the Purchaser a lien on and a continuing security interest in
          the
          Seller’s interest in each Mortgage Loan and each document and instrument
          evidencing each such Mortgage Loan to secure the performance by the Seller
          of
          its obligation hereunder, and the Seller agrees that it holds such Mortgage
          Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
          to the Closing Date, to reject any Mortgage Loan to the extent permitted
          by this
          Agreement and (ii) obligation to deliver or cause to be delivered the
          consideration for the Mortgage Loans pursuant to Section 7 hereof. Any
          Mortgage
          Loans rejected by the Purchaser shall concurrently therewith be released
          from
          the security interest created hereby. The Seller agrees that, upon acceptance
          of
          the Mortgage Loans by the Purchaser or its designee and delivery of payment
          to
          the Seller, that its security interest in the Mortgage Loans shall be released.
          All rights and remedies of the Purchaser under this Agreement are distinct
          from,
          and cumulative with, any other rights or remedies under this Agreement
          or
          afforded by law or equity and all such rights and remedies may be exercised
          concurrently, independently or successively.

         

        Notwithstanding
          the foregoing, if on the Closing Date, each of the conditions set forth
          in
          Section 7 hereof shall have been satisfied and the Purchaser shall not
          have paid
          or caused to be paid the Mortgage Loan Purchase Price, or any such condition
          shall not have been waived or satisfied and the Purchaser determines not
          to pay
          or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
          immediately effect the redelivery of the Mortgage Loans, if delivery to
          the
          Purchaser has occurred and the security interest created by this Section
          11
          shall be deemed to have been released.

         

        Section
          12.  Notices.
          All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered to or mailed by
          registered mail, postage prepaid, or transmitted by telex or telegraph
          and
          confirmed by a similar mailed writing, if to the Purchaser, addressed to
          the
          Purchaser at 390 Greenwich Street, 4th Floor, New York, New York 10013,
          Attention: Mortgage Finance Group, or such other address as may hereafter
          be
          furnished to the Seller in writing by the Purchaser, and if to the Seller,
          addressed to the Seller at 390 Greenwich Street, 4th Floor, New York, New
          York
          10013, Attention: Mortgage Finance Group, or such other address as may
          hereafter
          be furnished to the Purchaser in writing by the Seller.

         

        Section
          13.  Severability
          of Provisions.
          Any
          part, provision, representation or warranty of this Agreement which is
          prohibited or which is held to be void or unenforceable shall be ineffective
          to
          the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof. Any part, provision, representation or warranty
          of
          this Agreement which is prohibited or unenforceable or is held to be void
          or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction. To the extent permitted
          by applicable law, the parties hereto waive any provision of law which
          prohibits
          or renders void or unenforceable any provision hereof.

         

        Section
          14.  Agreement
          of Parties.
          The
          Seller and the Purchaser each agree to execute and deliver such instruments
          and
          take such actions as either of the others may, from time to time, reasonably
          request in order to effectuate the purpose and to carry out the terms of
          this
          Agreement and the Pooling and Servicing Agreement.

         

        Section
          15.  Survival.
          The
          Seller agrees that the representations, warranties and agreements made
          by it
          herein and in any certificate or other instrument delivered pursuant hereto
          shall be deemed to be relied upon by the Purchaser, notwithstanding any
          investigation heretofore or hereafter made by the Purchaser or on its behalf,
          and that the representations, warranties and agreements made by the Seller
          herein or in any such certificate or other instrument shall survive the
          delivery
          of and payment for the Mortgage Loans and shall continue in full force
          and
          effect, notwithstanding any restrictive or qualified endorsement on the
          Mortgage
          Notes and notwithstanding subsequent termination of this Agreement, the
          Pooling
          and Servicing Agreement or the Trust Fund.

         

        Section
          16.  GOVERNING
          LAW.
          THIS
          AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
          PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
          NEW YORK.
          THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
          NEW YORK
          GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

         

        Section
          17.  Miscellaneous.
          This
          Agreement may be executed in two or more counterparts, each of which when
          so
          executed and delivered shall be an original, but all of which together
          shall
          constitute one and the same instrument. This Agreement shall inure to the
          benefit of and be binding upon the parties hereto and their respective
          successors and assigns. This Agreement supersedes all prior agreements
          and
          understandings relating to the subject matter hereof. Neither this Agreement
          nor
          any term hereof may be changed, waived, discharged or terminated orally,
          but
          only by an instrument in writing signed by the party against whom enforcement
          of
          the change, waiver, discharge or termination is sought. The headings in
          this
          Agreement are for purposes of reference only and shall not limit or otherwise
          affect the meaning hereof.

         

        It
          is the
          express intent of the parties hereto that the conveyance of the Mortgage
          Loans
          by the Seller to the Purchaser as provided in Section 4 hereof be, and
          be
          construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
          and
          not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure a
          debt or other obligation of the Seller. However, in the event that,
          notwithstanding the aforementioned intent of the parties, the Mortgage
          Loans are
          held to be property of the Seller, then, (a) it is the express intent of
          the
          parties that such conveyance be deemed a pledge of the Mortgage Loans by
          the
          Seller to the Purchaser to secure a debt or other obligation of the Seller
          and
          (b) (1) this Agreement shall also be deemed to be a security agreement
          within
          the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
          (2) the
          conveyance provided for in Section 4 hereof shall be deemed to be a grant
          by the
          Seller to the Purchaser of a security interest in all of the Seller’s right,
          title and interest in and to the Mortgage Loans and all amounts payable
          to the
          holders of the Mortgage Loans in accordance with the terms thereof and
          all
          proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts, other than investment earnings, from time to time held or
          invested
          in the Collection Account whether in the form of cash, instruments, securities
          or other property; (3) the possession by the Purchaser or its agent of
          Mortgage
          Notes, the related Mortgages and such other items of property that constitute
          instruments, money, negotiable documents or chattel paper shall be deemed
          to be
“possession by the secured party” for purposes of perfecting the security
          interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
          and
          (4) notifications to persons holding such property, and acknowledgments,
          receipts or confirmations from persons holding such property, shall be
          deemed
          notifications to, or acknowledgments, receipts or confirmations from, financial
          intermediaries, bailees or agents (as applicable) of the Purchaser for
          the
          purpose of perfecting such security interest under applicable law. Any
          assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
          shall also be deemed to be an assignment of any security interest created
          hereby. The Seller and the Purchaser shall, to the extent consistent with
          this
          Agreement, take such actions as may be necessary to ensure that, if this
          Agreement were deemed to create a security interest in the Mortgage Loans,
          such
          security interest would be deemed to be a perfected security interest of
          first
          priority under applicable law and will be maintained as such throughout
          the term
          of this Agreement and the Pooling and Servicing Agreement.

         

        Section
          18.  Indemnification.
          The
          Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
          Citigroup Global Markets Inc. and (iii) each person, if any, who controls
          the
          Purchaser within the meaning of Section 15 of the Securities Act of 1933,
          as
          amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
          Party”) against any and all losses, claims, expenses, damages or liabilities
          to
          which the Indemnified Party may become subject, under the 1933 Act or otherwise,
          insofar as such losses, claims, expenses, damages or liabilities (or actions
          in
          respect thereof) arise out of, are based upon, or result from, a breach
          by the
          Seller of any of the representations and warranties made by the Seller
          herein,
          it being understood that the Purchaser has relied upon such representations
          and
          warranties.

         

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
          be
          signed by their respective officers thereunto duly authorized as of the date
          first above written.

         

        
          	 	 	 	 	 	 	 	
                  CITIGROUP
                    MORTGAGE LOAN

                  TRUST
                    INC.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        
          	 	 	 	 	 	 	 	
                  CITIGROUP
                    GLOBAL MARKETS REALTY

                  CORP.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        Representation
          and Warranties with Respect to the Wells Fargo Mortgage Loans


        


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

        


        All
          references to “Underwriting Guidelines” in this Exhibit A are hereby replaced
          with “Underwriting Guidelines with respect to the Seller Mortgage Loans (other
          than the exceptions identified for Exception Mortgage Loans on the related
          Assignment and Conveyance Agreement) or the Third-Party Underwriting Guidelines
          with respect to Third-Party Mortgage Loans, as applicable”.

        


        As
          to
          each Mortgage Loan, the Seller hereby represents and warrants to the Purchaser
          that as of the Closing Date:

         

        	(i)  	
                Mortgage
                  Loans as Described.

              


        


        The
          information set forth in the respective Mortgage Loan Schedule and the
          information contained on the Data File, delivered to the Purchaser is true
          and
          correct, provided that the Seller makes no representation or warranty as
          to the
          accuracy of Unverified Information;

        


        (ii) Payments
          Current.

        


        All
          payments required to be made up to the related Cut-off Date for the Mortgage
          Loan under the terms of the Mortgage Note have been made and credited.
          No
          payment under any Mortgage Loan has been 30 days delinquent more than one
          time
          within twelve (12) months prior to the related Closing Date;

        


        (iii) No
          Outstanding Charges.

        


        There
          are
          no defaults in complying with the terms of the Mortgages, and all taxes,
          governmental assessments, insurance premiums, leasehold payments, water,
          sewer
          and municipal charges, which previously became due and owing have been
          paid, or
          an escrow of funds has been established in an amount sufficient to pay
          for every
          such item which remains unpaid and which has been assessed but is not yet
          due
          and payable. The Seller has not advanced funds, or induced, or solicited
          directly or indirectly, the payment of any amount required under the Mortgage
          Loan, except for interest accruing from the date of the Mortgage Note or
          date of
          disbursement of the Mortgage Loan proceeds, whichever is later, to the
          day which
          precedes by one month the Due Date of the first installment of principal
          and
          interest;

        


        (iv) Original
          Terms Unmodified.

        


        The
          terms
          of the Mortgage Note and Mortgage have not been impaired, waived, altered
          or
          modified in any respect, except by a written instrument which has been
          recorded
          or registered with the MERS System, if necessary, to protect the interests
          of
          the Purchaser and which has been delivered to the Custodian. The substance
          of
          any such waiver, alteration or modification has been approved by the issuer
          of
          any related PMI Policy and the title insurer, to the extent required by
          the
          policy, and its terms are reflected on the related Mortgage Loan Schedule.
          No
          Mortgagor has been released, in whole or in part, except in connection
          with an
          assumption agreement approved by the issuer of any related PMI Policy and
          the
          title insurer, to the extent required by the policy, and which assumption
          agreement is part of the Custodial Mortgage File delivered to the Custodian
          and
          the terms of which are reflected in the related Mortgage Loan
          Schedule;

        


        (v) No
          Defenses.

        


        The
          Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
          or defense, including without limitation the defense of usury, nor will
          the
          operation of any of the terms of the Mortgage Note or the Mortgage, or
          the
          exercise of any right thereunder, render either the Mortgage Note or the
          Mortgage unenforceable, in whole or in part, or subject to any right of
          rescission, set-off, counterclaim or defense, including without limitation
          the
          defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto;

        


        (vi) No
          Satisfaction of Mortgage.

        


        The
          Mortgage has not been satisfied, canceled, subordinated or rescinded, in
          whole
          or in part, and the Mortgaged Property has not been released from the lien
          of
          the Mortgage, in whole or in part, nor has any instrument been executed
          that
          would effect any such satisfaction, release, cancellation, subordination
          or
          rescission;

        


        (vii) Validity
          of Mortgage Documents.

        


        The
          Mortgage Note and the Mortgage and related documents are genuine, and each
          is
          the legal, valid and binding obligation of the maker thereof enforceable
          in
          accordance with its terms. All parties to the Mortgage Note and the Mortgage
          had
          legal capacity to enter into the Mortgage Loan and to execute and deliver
          the
          Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
          have been
          duly and properly executed by such parties.

        


        With
          respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
          Pledge
          Agreement, and related documents are genuine, and each is the legal, valid
          and
          binding obligation of the maker thereof enforceable in accordance with
          its
          terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
          the
          Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
          of
          Proprietary Lease had legal capacity to enter into the Mortgage Loan and
          to
          execute and deliver such documents, and such documents have been duly and
          properly executed by such parties;

        


        (viii) No
          Fraud.

        


        No
          error,
          omission, misrepresentation, negligence, fraud or similar occurrence with
          respect to a Mortgage Loan has taken place on the part of the Seller, or
          the
          Mortgagor (except with respect to the accuracy of Unverified Information),
          or to
          the best of the Seller’s knowledge, any appraiser, any builder, or any
          developer, or any other party involved in the origination of the Mortgage
          Loan
          or in the application of any insurance in relation to such Mortgage
          Loan;

        


        (ix) Compliance
          with Applicable Laws.

        


        Any
          and
          all requirements of any federal, state or local law including, without
          limitation, usury, truth-in-lending, real estate settlement procedures,
          consumer
          credit protection, equal credit opportunity, disclosure or predatory and
          abusive
          lending laws applicable to the Mortgage Loan have been complied with. All
          inspections, licenses and certificates required to be made or issued with
          respect to all occupied portions of the Mortgaged Property and, with respect
          to
          the use and occupancy of the same, including, but not limited to, certificates
          of occupancy and fire underwriting certificates, have been made or obtained
          from
          the appropriate authorities;

        


        (x) Location
          and Type of Mortgaged Property.

        


        The
          Mortgaged Property is located in the state identified in the related Mortgage
          Loan Schedule and consists of a contiguous parcel of real property with
          a
          detached single family residence erected thereon, or a two- to four-family
          dwelling, or an individual condominium unit in a condominium project, or
          an
          individual unit in a planned unit development, or a townhouse, or a cooperative,
          provided, however, that any condominium project or planned unit development
          shall conform with the applicable Fannie Mae or Freddie Mac requirements,
          or the
          Underwriting Guidelines, regarding such dwellings, and no residence or
          dwelling
          is a mobile home. As of the respective appraisal date for each Mortgaged
          Property, any Mortgaged Property being used for commercial purposes conforms
          to
          the Underwriting Guidelines and, to the best of the Seller’s knowledge, since
          the date of such appraisal, no portion of the Mortgaged Property has been
          used
          for commercial purposes outside of the Underwriting Guidelines;

        


        (xi) Valid
          First Lien.

        


        The
          Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
          Property, including all buildings on the Mortgaged Property and all
          installations and mechanical, electrical, plumbing, heating and air conditioning
          systems located in or annexed to such buildings, and all additions, alterations
          and replacements made at any time with respect to the foregoing. The lien
          of the
          Mortgage is subject only to:

        


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

        


        (2) covenants,
          conditions and restrictions, rights of way, easements and other matters
          of the
          public record as of the date of recording acceptable to mortgage lending
          institutions generally and specifically referred to in the lender's title
          insurance policy delivered to the originator of the Mortgage Loan and (i)
          referred to or otherwise considered in the appraisal made for the originator
          of
          the Mortgage Loan and (ii) which do not adversely affect the Appraised
          Value of
          the Mortgaged Property set forth in such appraisal; and

        


        (3) other
          matters to which like properties are commonly subject which do not materially
          interfere with the benefits of the security intended to be provided by
          the
          mortgage or the use, enjoyment, value or marketability of the related Mortgaged
          Property.

        


        Any
          security agreement, chattel mortgage or equivalent document related to
          and
          delivered in connection with the Mortgage Loan establishes and creates
          a valid,
          subsisting and enforceable first lien and first priority security interest
          on
          the property described therein and the Seller has full right to sell and
          assign
          the same to the Purchaser.

        


        With
          respect to each Cooperative Loan, each Pledge Agreement creates a valid,
          enforceable and subsisting first security interest in the Cooperative Shares
          and
          Proprietary Lease, subject only to (i) the lien of the related Cooperative
          for
          unpaid assessments representing the Mortgagor’s pro rata share of the
          Cooperative’s payments for its blanket mortgage, current and future real
          property taxes, insurance premiums, maintenance fees and other assessments
          to
          which like collateral is commonly subject and (ii) other matters to which
          like
          collateral is commonly subject which do not materially interfere with the
          benefits of the security intended to be provided by the Pledge Agreement;
          provided, however, that the appurtenant Proprietary Lease may be subordinated
          or
          otherwise subject to the lien of any mortgage on the Project; 

        


        (xii) Full
          Disbursement of Proceeds.

        


        The
          proceeds of the Mortgage Loan have been fully disbursed, except for escrows
          established or created due to seasonal weather conditions, and there is
          no
          requirement for future advances thereunder. All costs, fees and expenses
          incurred in making or closing the Mortgage Loan and the recording of the
          Mortgage were paid, and the Mortgagor is not entitled to any refund of
          any
          amounts paid or due under the Mortgage Note or Mortgage;

        


        (xiii) Consolidation
          of Future Advances.

        


        Any
          future advances made prior to the related Cut-off Date, have been consolidated
          with the outstanding principal amount secured by the Mortgage, and the
          secured
          principal amount, as consolidated, bears a single interest rate and single
          repayment term reflected on the related Mortgage Loan Schedule. The lien
          of the
          Mortgage securing the consolidated principal amount is expressly insured
          as
          having first lien priority (or second lien priority for each Mortgage Loan
          identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage
          Loan) by a title insurance policy, an endorsement to the policy insuring
          the
          mortgagee’s consolidated interest or by other title evidence acceptable to
          Fannie Mae or Freddie Mac; the consolidated principal amount does not exceed
          the
          original principal amount of the Mortgage Loan; the Seller shall not make
          future
          advances after the related Cut-off Date;

        


        (xiv) Ownership.

        


        The
          Seller is the sole owner of record and holder of the Mortgage Loans and
          the
          related Mortgage Note and the Mortgage are not assigned or pledged, and
          the
          Seller has good and marketable title thereto and has full right and authority
          to
          transfer and sell the Mortgage Loan to the Purchaser. The Seller is transferring
          the Mortgage Loan free and clear of any and all encumbrances, liens, pledges,
          equities, participation interests, claims, charges or security interests
          of any
          nature encumbering such Mortgage Loan;

        


        (xv) Origination/Doing
          Business.

        


        The
          Mortgage Loan was originated by a savings and loan association, a savings
          bank,
          a commercial bank, a credit union, an insurance company, or similar institution
          that is supervised and examined by a federal or state authority or by a
          mortgagee approved by the Secretary of Housing and Urban Development pursuant
          to
          Sections 203 and 211 of the National Housing Act. All parties which have
          had any
          interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee
          or
          otherwise, are (or, during the period in which they held and disposed of
          such
          interest, were) (1) in compliance with any and all applicable licensing
          requirements of the laws of the state wherein the Mortgaged Property is
          located,
          and (2) organized under the laws of such state, or (3) qualified to do
          business
          in such state, or (4) federal savings and loan associations or national
          banks
          having principal offices in such state, or (5) not doing business in such
          state;

        


        (xvi) LTV,
          PMI Policy.

        


        Each
          Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule.
          Except as indicated on the Mortgage Loan Schedule and on the Data File,
          if the
          LTV of the Mortgage Loan was greater than 80% at the time of origination,
          a
          portion of the unpaid principal balance of the Mortgage Loan is and will
          be
          insured as to payment defaults by a PMI Policy. If the Mortgage Loan is
          insured
          by a PMI Policy for which the Mortgagor pays all premiums, the coverage
          will
          remain in place until (i) the LTV decreases to 78% or (ii) the PMI Policy
          is
          otherwise terminated pursuant to the Homeowners Protection Act of 1998,
          12 USC
§4901, et seq. All provisions of such PMI Policy or LPMI Policy have been
          and
          are being complied with, such policy is in full force and effect, and all
          premiums due thereunder have been paid. The Qualified Insurer has a claims
          paying ability acceptable to Fannie Mae or Freddie Mac. Any Mortgage Loan
          subject to a PMI Policy or LPMI Policy obligates the Mortgagor or the Seller
          to
          maintain the PMI Policy or LPMI Policy and to pay all premiums and charges
          in
          connection therewith. The Mortgage Interest Rate for the Mortgage Loan
          as set
          forth on the related Mortgage Loan Schedule is net of any such insurance
          premium; 

         

        (xvii) Title
          Insurance.

         

        The
          Mortgage Loan is covered by an ALTA lender's title insurance policy (or
          in the
          case of any Mortgage Loan secured by a Mortgaged Property located in a
          jurisdiction where such policies are generally not available, an opinion
          of
          counsel of the type customarily rendered in such jurisdiction in lieu of
          title
          insurance) or other generally acceptable form of policy of insurance acceptable
          to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie
          Mae
          or Freddie Mac and qualified to do business in the jurisdiction where the
          Mortgaged Property is located, insuring the Seller, its successors and
          assigns,
          as to the first priority lien (or second priority if such Mortgage Loan
          is a
          Second Lien Mortgage Loan) of the Mortgage in the original principal amount
          of
          the Mortgage Loan, subject only to the exceptions contained in clauses
          (1), (2)
          and (3) of subsection (xi) of this Section 6(b) with respect to each First
          Lien
          Mortgage Loan and subject only to the exceptions contained in clauses (1),
          (2),
          (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage
          Loan, and against any loss by reason of the invalidity or unenforceability
          of
          the lien resulting from the provisions of the Mortgage providing for adjustment
          to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s
          title insurance policy includes no exceptions regarding ingress, egress
          or
          encroachments that impact the value or the marketability of the Mortgaged
          Property. The Seller is the sole insured of such lender's title insurance
          policy, and such lender's title insurance policy is in full force and effect
          and
          will be in force and effect upon the consummation of the transactions
          contemplated by this Agreement. No claims have been made under such lender's
          title insurance policy, and no prior holder of the Mortgage, including
          the
          Seller, has done, by act or omission, anything which would impair the coverage
          of such lender's title insurance policy;

        


        (xviii) No
          Defaults.

        


        There
          is
          no default, breach, violation or event of acceleration existing under the
          Mortgage or the Mortgage Note and no event which, with the passage of time
          or
          with notice and the expiration of any grace or cure period, would constitute
          a
          default, breach, violation or event of acceleration, and neither the Seller
          nor
          its predecessors have waived any default, breach, violation or event of
          acceleration; 

        


        (xix) No
          Mechanics' Liens.

        


        There
          are
          no mechanics' or similar liens or claims which have been filed for work,
          labor
          or material (and no rights are outstanding that under the law could give
          rise to
          such liens) affecting the related Mortgaged Property which are or may be
          liens
          prior to, or equal or coordinate with, the lien of the related Mortgage
          which
          are not insured against by the title insurance policy referenced in Paragraph
          (xvii) above;

        


        (xx) Location
          of Improvements; No Encroachments.

        


        Except
          as
          insured against by the title insurance policy referenced in subsection
          (xvii)
          above, all improvements which were considered in determining the Appraised
          Value
          of the Mortgaged Property lay wholly within the boundaries and building
          restriction lines of the Mortgaged Property and no improvements on adjoining
          properties encroach upon the Mortgaged Property. No improvement located
          on or
          being part of the Mortgaged Property is in violation of any applicable
          zoning
          law or regulation;

        


        (xxi) Payment
          Terms.

        


        Except
          with respect to the Interest Only Mortgage Loans, principal payments commenced
          no more than 60 days after the funds were disbursed to the Mortgagor in
          connection with the Mortgage Loan. The Mortgage Loans have an original
          term to
          maturity of not more than 30 years (except with respect to certain Balloon
          Loans
          or Interest Only Mortgage Loans), with interest payable in arrears on the
          first
          day of each month. As to each adjustable rate Mortgage Loan on each applicable
          Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the
          sum of
          the Index plus the applicable Gross Margin, rounded up or down to the nearest
          multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage
          Interest Rate will not increase or decrease by more than the Periodic Interest
          Rate Cap on any Adjustment Date, and will in no event exceed the maximum
          Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
          listed on the related Mortgage Note for such Mortgage Loan. As to each
          adjustable rate Mortgage Loan that is not an Interest Only Mortgage Loan,
          each
          Mortgage Note requires a monthly payment which is sufficient, during the
          period
          prior to the first adjustment to the Mortgage Interest Rate, to fully amortize
          the outstanding principal balance as of the first day of such period over
          the
          then remaining term of such Mortgage Note and to pay interest at the related
          Mortgage Interest Rate. As to each adjustable rate Mortgage Loan, if the
          related
          Mortgage Interest Rate changes on an Adjustment Date or, with respect to
          an
          Interest Only Mortgage Loan, on an Adjustment Date following the related
          interest only period, the then outstanding principal balance will be reamortized
          over the remaining life of such Mortgage Loan. No Mortgage Loan contains
          terms
          or provisions which would result in negative amortization. With respect
          to each
          Balloon Loan, the Mortgage Loan is payable in equal monthly installments
          of
          principal and interest based on a fifteen (15), thirty (30) or forty (40)
          year
          amortization schedule, as set forth in the related Mortgage Note, and a
          final
          lump sum payment substantially greater than the preceding Monthly Payment
          is
          required which is sufficient to amortize the remaining principal balance
          of the
          Balloon Loan. No Balloon Loan has an original stated maturity of less than
          seven
          (7) years. 

        


        (xxii) Customary
          Provisions.

        


        The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (1) in the case of a Mortgage designated as
          a deed
          of trust, by trustee's sale, and (2) otherwise by judicial foreclosure.
          There is
          no homestead or other exemption available to a Mortgagor which would interfere
          with the right to sell the Mortgaged Property at a trustee's sale or the
          right
          to foreclose the Mortgage;

        


        (xxiii) Occupancy
          of the Mortgaged Property.

        


        As
          of the
          date of origination, the Mortgaged Property was in good repair and was
          lawfully
          occupied under applicable law;

        


        (xxiv) No
          Additional Collateral.

        


        Except
          in
          the case of a Pledged Asset Mortgage Loan and as indicated on the related
          Data
          File, the Mortgage Note is not and has not been secured by any collateral,
          pledged account or other security except the lien of the corresponding
          Mortgage
          and the security interest of any applicable security agreement or chattel
          mortgage referred to in subsection (xi) above;

        


        (xxv) Deeds
          of Trust.

        


        In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Mortgagee to the trustee under the deed of trust, except
          in
          connection with a trustee's sale after default by the Mortgagor;

        


        (xxvi) Acceptable
          Investment.

        


        The
          Seller has no knowledge of any circumstances or conditions with respect
          to the
          Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's
          credit
          standing that can reasonably be expected to cause private institutional
          investors to regard the Mortgage Loan as an unacceptable investment, cause
          the
          Mortgage Loan to become delinquent, or adversely affect the value or
          marketability of the Mortgage Loan;

        


        (xxvii) Transfer
          of Mortgage Loans.

        


        If
          the
          Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage,
          upon the
          insertion of the name of the assignee and recording information, is in
          recordable form and is acceptable for recording under the laws of the
          jurisdiction in which the Mortgaged Property is located;

        


        (xxviii) Mortgaged
          Property Undamaged.

        


        The
          Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
          windstorm, flood, tornado or other casualty so as to affect adversely the
          value
          of the Mortgaged Property as security for the Mortgage Loan or the use
          for which
          the premises were intended;

        


        (xxix) Collection
          Practices; Escrow Deposits.

        


        The
          origination, servicing and collection practices used with respect to the
          Mortgage Loan have been in accordance with Accepted Servicing Practices,
          and
          have been in all material respects legal and proper. With respect to escrow
          deposits and Escrow Payments, all such payments are in the possession of
          the
          Seller and there exist no deficiencies in connection therewith for which
          customary arrangements for repayment thereof have not been made. All Escrow
          Payments have been collected in full compliance with state and federal
          law. No
          escrow deposits or Escrow Payments or other charges or payments due the
          Seller
          have been capitalized under the Mortgage Note;

        


        (xxx) No
          Condemnation.

        


        There
          is
          no proceeding pending or to the best of the Seller’s knowledge threatened for
          the total or partial condemnation of the related Mortgaged
          Property;

        


        (xxxi) The
          Appraisal.

        


        The
          Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
          2055
          with interior inspections), of the related Mortgaged Property. The appraisal
          was
          conducted by an appraiser who had no interest, direct or indirect, in the
          Mortgaged Property or in any loan made on the security thereof; and whose
          compensation is not affected by the approval or disapproval of the Mortgage
          Loan, and the appraisal and the appraiser both satisfy the applicable
          requirements of Title XI of the Financial Institution Reform, Recovery,
          and
          Enforcement Act of 1989 and the regulations promulgated thereunder, all
          as in
          effect on the date the Mortgage Loan was originated;

        


        (xxxii) Insurance.

        


        The
          Mortgaged Property securing each Mortgage Loan is insured by an insurer
          acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards
          as
          are covered under a standard extended coverage endorsement and such other
          hazards as are customary in the area where the Mortgaged Property is located
          pursuant to insurance policies conforming to the requirements of Section
          4.10 of
          the Servicing Agreement, in an amount which is at least equal to the lesser
          of
          (a) 100% of the insurable value, on a replacement cost basis, of the
          improvements on the related Mortgaged Property, or (b) the greater of (i)
          either
          (1) the outstanding principal balance of the Mortgage Loan with respect
          to each
          First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage
          Loan,
          the sum of the outstanding principal balance of the First Lien on such
          Mortgage
          Loan and the outstanding principal balance of such Second Lien Mortgage
          Loan, or
          (ii) an amount such that the proceeds of such insurance shall be sufficient
          to
          avoid the application to the Mortgagor or loss payee of any coinsurance
          clause
          under the policy. If the Mortgaged Property is a condominium unit, it is
          included under the coverage afforded by a blanket policy for the project.
          If the
          improvements on the Mortgaged Property are in an area identified in the
          Federal
          Register by the Federal Emergency Management Agency as having special flood
          hazards, a flood insurance policy meeting the requirements of the current
          guidelines of the Federal Insurance Administration is in effect with a
          generally
          acceptable insurance carrier, in an amount representing coverage not less
          than
          the least of (a) the outstanding principal balance of the Mortgage Loan
          with
          respect to each First Lien Mortgage Loan or with respect to each Second
          Lien
          Mortgage Loan, the sum of the outstanding principal balance of the First
          Lien on
          such Mortgage Loan and the outstanding principal balance of such Second
          Lien
          Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
          insurance which was available under the Flood Disaster Protection Act of
          1973,
          as amended. All individual insurance policies contain a standard mortgagee
          clause naming the Seller and its successors and assigns as mortgagee, and
          all
          premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
          to maintain a hazard insurance policy at the Mortgagor's cost and expense,
          and
          on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
          to
          obtain and maintain such insurance at such Mortgagor's cost and expense,
          and to
          seek reimbursement therefor from the Mortgagor. The hazard insurance policy
          is
          the valid and binding obligation of the insurer, is in full force and effect,
          and will be in full force and effect and inure to the benefit of the Purchaser
          upon the consummation of the transactions contemplated by this Agreement.
          The
          Seller has not acted or failed to act so as to impair the coverage of any
          such
          insurance policy or the validity, binding effect and enforceability
          thereof;

        


        
          
            (xxxiii)
              Servicemembers
              Civil Relief Act.

          

        

        


        The
          Mortgagor has not notified the Seller, and the Seller has no knowledge
          of any
          relief requested or allowed to the Mortgagor under the Servicemembers Civil
          Relief Act, as amended;

        


        
          
            (xxxiv)
              No
              Graduated Payments or Contingent Interest.

          

        

        


        The
          Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
          Loan
          does not have a shared appreciation or other contingent interest
          feature;

        


        (xxxv) No
          Construction Loans.

        


        No
          Mortgage Loan was made in connection with (1) the construction or rehabilitation
          of a Mortgage Property or (2) facilitating the trade-in or exchange of
          a
          Mortgaged Property other than a construction-to-permanent loan which has
          converted to a permanent Mortgage Loan;

        


        
          
            (xxxvi)
              Underwriting.

          

        

        


        	(a)  	
                Each
                  Seller Mortgage Loan was underwritten in accordance with the Underwriting
                  Guidelines;

              


        


        	(b)  	
                Each
                  Third-Party Mortgage Loan was underwritten in accordance with the
                  Third-Party Underwriting Guidelines; 

              


        


        	(c)  	
                Each
                  Exception Mortgage Loan was underwritten in accordance with the
                  Underwriting Guidelines, subject to the exceptions specified on
                  the
                  related Assignment and Conveyance Agreement;
                  and

              


        


        	(d)  	
                Each
                  Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
                  or
                  Fannie Mae.

              


        


        
          
            (xxxvii)
              Buydown
              Mortgage Loans.

          

        

        


        With
          respect to each Mortgage Loan that is a Buydown Mortgage Loan:

        


        
          	 	
                  (1)

                	
                  On
                    or before the date of origination of such Mortgage Loan, the
                    Seller and
                    the Mortgagor, or the Seller, the Mortgagor and the seller of
                    the
                    Mortgaged Property or a third party entered into a Buydown Agreement.
                    The
                    Buydown Agreement provides that the seller of the Mortgaged Property
                    (or
                    third party) shall deliver to the Seller temporary Buydown Funds
                    in an
                    amount equal to the aggregate undiscounted amount of payments
                    that, when
                    added to the amount the Mortgagor on such Mortgage Loan is obligated
                    to
                    pay on each Due Date in accordance with the terms of the Buydown
                    Agreement, is equal to the full scheduled Monthly Payment due
                    on such
                    Mortgage Loan. The temporary Buydown Funds enable the Mortgagor
                    to qualify
                    for the Buydown Mortgage Loan. The effective interest rate of
                    a Buydown
                    Mortgage Loan if less than the interest rate set forth in the
                    related
                    Mortgage Note will increase within the Buydown Period as provided
                    in the
                    related Buydown Agreement so that the effective interest rate
                    will be
                    equal to the interest rate as set forth in the related Mortgage
                    Note. The
                    Buydown Mortgage Loan satisfies the requirements of the Underwriting
                    Guidelines;

                


        

        


        
          	 	
                  (2)

                	
                  The
                    Mortgage and Mortgage Note reflect the permanent payment terms
                    rather than
                    the payment terms of the Buydown Agreement. The Buydown Agreement
                    provides
                    for the payment by the Mortgagor of the full amount of the Monthly
                    Payment
                    on any Due Date that the Buydown Funds are available. The Buydown
                    Funds
                    were not used to reduce the original principal balance of the
                    Mortgage
                    Loan or to increase the Appraised Value of the Mortgage Property
                    when
                    calculating the Loan-to-Value Ratios for purposes of the Agreement
                    and, if
                    the Buydown Funds were provided by the Seller and if required
                    under
                    Underwriting Guidelines, the terms of the Buydown Agreement were
                    disclosed
                    to the appraiser of the Mortgaged
                    Property;

                


        

        


        
          	 	
                  (3)

                	
                  The
                    Buydown Funds may not be refunded to the Mortgagor unless the
                    Mortgagor
                    makes a principal payment for the outstanding balance of the
                    Mortgage
                    Loan; and

                


        

        


        	(4)  	
                As
                  of the date of origination of the Mortgage Loan, the provisions
                  of the
                  related Buydown Agreement complied with the Underwriting Guidelines
                  (other
                  than the exceptions identified for Exception Mortgage Loans on
                  the related
                  Assignment and Conveyance Agreement) or the Third-Party Underwriting
                  Guidelines, as applicable regarding buydown
                  agreements;

              


        


        
          	 	
                  (xxxviii)

                	
                   Cooperative
                    Loans.

                


        

        


        With
          respect to each Cooperative Loan:

        


        
          	 	
                  (1)

                	
                  The
                    Cooperative Shares are held by a person as a tenant-stockholder
                    in a
                    Cooperative. Each original UCC financing statement, continuation
                    statement
                    or other governmental filing or recordation necessary to create
                    or
                    preserve the perfection and priority of the first lien and security
                    interest in the Cooperative Loan and Proprietary Lease has been
                    timely and
                    properly made. Any security agreement, chattel mortgage or equivalent
                    document related to the Cooperative Loan and delivered to Purchaser
                    or its
                    designee establishes in Purchaser a valid and subsisting perfected
                    first
                    lien on and security interest in the Mortgaged Property described
                    therein,
                    and Purchaser has full right to sell and assign the
                    same;

                


        

        


        
          	 	
                  (2)

                	
                  A
                    Cooperative Lien Search has been made by a company competent
                    to make the
                    same which company is acceptable to Fannie Mae or Freddie Mac
                    and
                    qualified to do business in the jurisdiction where the Cooperative
                    is
                    located;

                


        

        


        
          	 	
                  (3)

                	
                  (i)
                    The term of the related Proprietary Lease is not less than the
                    terms of
                    the Cooperative Loan; (ii) there is no provision in any Proprietary
                    Lease
                    which requires the Mortgagor to offer for sale the Cooperative
                    Shares
                    owned by such Mortgagor first to the Cooperative; (iii) there
                    is no
                    prohibition in any Proprietary Lease against pledging the Cooperative
                    Shares or assigning the Proprietary Lease; (iv) the Cooperative
                    has been
                    created and exists in full compliance with the requirements for
                    residential cooperatives in the jurisdiction in which the Project
                    is
                    located and qualifies as a cooperative housing corporation under
                    Section
                    210 of the Code; (v) the Recognition Agreement is on a form published
                    by
                    Aztech Document Services, Inc. or includes similar provisions;
                    and (vi)
                    the Cooperative has good and marketable title to the Project,
                    and owns the
                    Project either in fee simple; such title is free and clear of
                    any adverse
                    liens or encumbrances, except the lien of any blanket
                    mortgage;

                


        

        


        	(4)  	
                The
                  Seller has the right under the terms of the Mortgage Note, Pledge
                  Agreement and Recognition Agreement to pay any maintenance charges
                  or
                  assessments owed by the Mortgagor; and

              


        


        	(5)  	
                Each
                  Stock Power (i) has all signatures guaranteed or (ii) if all signatures
                  are not guaranteed, then such Cooperative Shares will be transferred
                  by
                  the stock transfer agent of the Cooperative if the Seller undertakes
                  to
                  convert the ownership of the collateral securing the related Cooperative
                  Loan.;

              


        


        (xxxix) HOEPA.

        


        No
          Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state
          or
          local law, as determined without giving effect to any available federal
          preemption, other than any exemptions specifically provided for in the
          relevant
          state or local law);

        


        (xl) Anti-Money
          Laundering Laws.

        


        The
          Seller has complied with all applicable anti-money laundering laws and
          regulations, (the "Anti-Money Laundering Laws"), and has established an
          anti-money laundering compliance program as required by the Anti-Money
          Laundering Laws;

        


        (xli) Bankruptcy.

        


        
          	 	 	
                  No
                    Mortgagor was a debtor in any state or federal bankruptcy or
                    insolvency
                    proceeding as of the date the Mortgage Loan was closed and the
                    proceeds of
                    the Mortgage Loan were distributed;


                


        

        


        (xlii) Due
          on
          Sale.

        


        The
          Mortgage or Mortgage Note contains an enforceable provision, to the extent
          not
          prohibited by federal law, for the acceleration of the payment of the unpaid
          principal balance of the Mortgage Loan in the event that the Mortgaged
          Property
          is sold or transferred without the prior written consent of the Mortgagee
          thereunder, provided that, with respect to Mortgage Notes which bear an
          adjustable rate of interest, such provision shall not be enforceable if
          the
          Mortgagor causes to be submitted to the Seller to evaluate the intended
          transferee as if a new Mortgage Loan were being made to such transferee,
          and the
          Seller reasonably determines that the security will not be impaired by
          such
          Mortgage Loan assumption and that the risk of breach of any covenant or
          agreement in such Mortgage is acceptable to the Purchaser;

        


        (xliii) Credit
          Reporting.

        


        With
          respect to each Mortgage Loan, the Seller has furnished complete information
          on
          the related borrower credit files to Equifax, Experian and Trans Union
          Credit
          Information Seller, in accordance with the Fair Credit Reporting Act and
          its
          implementing regulations; 

        


        (xliv) Delivery
          of Custodial Mortgage Files.

        


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

        


        (xlv) Single
          Premium Credit Life Insurance.

        


        No
          Mortgagor has been offered or required to purchase single premium credit
          insurance in connection with the origination of the Mortgage Loan;

        


        (xlvi) Payment
          in Full.

        


        The
          Seller had no knowledge, at the time of origination of the Mortgage Loan,
          of any
          fact that should have led it to expect that such Mortgage Loan would not
          be paid
          in full when due; 

        


        (xlvii) MERS
          Mortgage Loans.

        


        With
          respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
          Loan, the MIN appears on the Mortgage or related Assignment of Mortgage
          to MERS,
          the Mortgage or the related Assignment of Mortgage to MERS has been duly
          and
          properly recorded on MERS, and the transfer to the Purchaser has been properly
          reflected in the MERS System pursuant to the Purchaser’s registration
          instructions; 

        


        (xlviii) Leasehold
          Estates.

        


        With
          respect to each Mortgage Loan secured in whole or in part by the interest
          of the
          Mortgagor as a lessee under a ground lease of the related Mortgaged Property
          (a
“Ground Lease”) and not be a fee interest in such Mortgaged
          Property:

        


        
          	 	
                  (i)

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

                


        

        


        
          	 	
                  (ii)

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

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    Mortgagor is not in default under any provision of the lease;
                    

                


        

        


        
          	 	
                  (iv)

                	
                  The
                    lessor under the Ground Lease is not in default under any of
                    the terms or
                    provisions thereof on the part of the lessor to be observed or
                    performed;

                


        

        


        
          	 	
                  (v)

                	
                  The
                    term of the Ground Lease exceeds the maturity date of the related
                    Mortgage
                    Loan by at least five (5) years;

                


        

        


        
          	 	
                  (vi)

                	
                  The
                    Mortgagee under the Mortgage Loan is given at least sixty (60)
                    days’
                    notice of any default and an opportunity to cure any defaults
                    under the
                    Ground Lease or to take over the Mortgagor’s rights under the Ground
                    Lease;

                


        

        


        
          	 	
                  (vii)

                	
                  The
                    Ground Lease does not contain any default provisions that could
                    result in
                    forfeiture or termination of the Ground Lease except for non-payment
                    of
                    the Ground Lease or a court order.

                


        

        
          	 	 	 


        

        
          	 	
                  (viii)

                	
                  The
                    Ground Lease provides that the leasehold can be transferred,
                    mortgaged and
                    sublet an unlimited number of times either without restriction
                    or on
                    payment of a reasonable fee and delivery of reasonable documentation
                    to
                    the lessor;

                


        

        


        
          	 	
                  (ix)

                	
                  The
                    Ground Lease or a memorandum thereof has been recorded and by
                    its terms
                    permits the leasehold estate to be mortgaged;
                    and

                


        

        


        
          	 	
                  (x)

                	
                  The
                    execution, delivery and performance of the Mortgage do not require
                    consent
                    (other than those consents which have been obtained and are in
                    full force
                    and effect) under, and will not contravene any provision of or
                    cause a
                    default under, the Ground Lease.

                


        

        


        (xlix) Mixed-Use
          Property.

        


        No
          Mortgaged Property shall be used solely for commercial purposes. With respect
          to
          any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property
          is a single family dwelling, (ii) any commercial use of the Mortgaged Property
          represents a legal, permissible use of the Mortgaged Property under federal,
          state and local laws and ordinances; (iii) the Mortgagor is both the owner
          and
          the operator of the business conducted on the Mortgaged Property; and (iv)
          income from the business use of the Mortgaged Property was not taken into
          account in determining the Appraised Value of the Mortgaged Property. The
          Mortgaged Property with respect to each mixed-use property is in material
          compliance with all applicable environmental laws pertaining to environmental
          hazards and neither the Company nor, to the Company’s knowledge, the related
          Mortgagor, has received any notice of any violation or potential violation
          of
          such law;

        	 	 


        	 	
                (xlx)
                  Prepayment
                  Charge Enforceability.
                  

              


        	 	 


        The
          Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
          Charge specifically authorizes such Prepayment Charge to be collected,
          such
          Prepayment Charge is permissible and enforceable in accordance with the
          terms of
          the related Mortgage Loan Documents and all federal, state and local laws
          applicable to the Mortgage Loans (except to the extent that the enforceability
          thereof may be limited by bankruptcy, insolvency, moratorium, receivership
          and
          other similar laws relating to creditors’ rights generally or the collectability
          thereof may be limited due to acceleration in connection with a foreclosure);
          and 

        


        	 	
                (xlxi)
                  Prepayment
                  Charge Amount and Duration.
                  

              


        


        Each
          such
          Prepayment Charge is in an amount equal to the maximum amount permitted
          under
          applicable law and no Mortgage Loan originated on or after October 1, 2002
          provides for the payment of a Prepayment Penalty beyond the three-year
          term
          following the origination of the Mortgage Loan. No Mortgage Loan
          originated prior to such date provides for the payment of a Prepayment
          Penalty
          beyond the five-year term following the origination of the Mortgage Loan.
          

        	 	 


        	 	
                (xlxii)
                  Valid
                  Second Lien.
                  

              


        


        With
          respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
          and enforceable Second Lien on the Mortgaged Property, including all buildings
          on the Mortgaged Property and all installations and mechanical, electrical,
          plumbing, heating and air conditioning systems located in or annexed to
          such
          buildings, and all additions, alterations and replacements made at any
          time with
          respect to the foregoing. The lien of such Mortgage is subject only
          to:

        


        
          	 	
                  (i)

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

                


        

        


        
          	 	
                  (ii)

                	
                  First
                    Lien Mortgage Loan acceptable in accordance with the Underwriting
                    Guidelines;

                


        

        


        
          	 	
                  (iii)

                	
                  covenants,
                    conditions and restrictions, rights of way, easements and other
                    matters of
                    the public record as of the date of recording acceptable to mortgage
                    lending institutions in accordance with Accepted Servicing Practices
                    and
                    (i) referred to or otherwise considered in the appraisal and
                    (ii) which do
                    not adversely affect the Appraised Value;
                    and

                


        

        


        
          	 	
                  (iv)

                	
                  other
                    matters to which like properties are commonly subject which do
                    not
                    materially interfere with the benefits of the security intended
                    to be
                    provided by the mortgage or the use, enjoyment, value or marketability
                    of
                    the related Mortgaged Property.

                


        

        


        Any
          security agreement, chattel mortgage or equivalent document related to
          and
          delivered in connection with such Mortgage Loan establishes and creates
          a valid,
          subsisting, and enforceable Second Lien and second lien security interest
          on the
          property described therein and the Company has full right to sell and assign
          the
          same to the Purchaser. With respect to each Second Lien Mortgage Loan:
          (a) the
          First Lien is in full force and effect, (b) there is no default, breach,
          violation or event of acceleration existing under such First Lien Mortgage
          or
          the related Mortgage Note, (c) either no consent for the Second Lien Mortgage
          Loan is required by the holder of the First Lien or such consent has been
          obtained and is contained in the Mortgage Loan Documents, (d) no event
          which,
          with the passage of time or with notice and the expiration of any grace
          or cure
          period, would constitute a default, breach, violation or event or acceleration
          under the related First Lien Mortgage Loan and (e) either (A) the First
          Lien
          Mortgage Loan allows or (B) applicable law requires, the mortgagee under
          the
          Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
          an
          opportunity to cure any default by payment in full or otherwise under the
          First
          Lien Mortgage Loan;


         

        (xlxiii) Manufactured
          Housing.

         

        No
          Mortgage Loan is secured by manufactured housing.

         

        (xlxiv) New
          Jersey Purchase Money Second Lien Mortgage Loans.

         

        With
          respect to any purchase money Second Lien Mortgage Loans subject to the
          New
          Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one
          hundred
          percent of the amount financed was used for the purchase of the related
          Mortgaged Property.

         

        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E

       

      REQUEST
        FOR RELEASE

       

      TO: [applicable
        Custodian]

      


      
        	 	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of November 1, 2006, among Citigroup
                  Mortgage Loan Trust Inc., as depositor, CitiMortgage, Inc. as master
                  servicer and trust administrator, Citibank, N.A. as paying agent,
                  certificate registrar and authenticating agent and U.S. Bank National
                  Association as Trustee

              


      

      


      In
        connection with the administration of the Mortgage Loans held by you as
        Custodian for the Owner pursuant to the above-captioned Pooling and Servicing
        Agreement and the applicable Custodian Agreement, we request the release,
        and
        hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
        Loan
        described below, for the reason indicated.

       

      Mortgage
        Loan Number:

      Mortgagor
        Name, Address & Zip Code:

       

      Reason
        for Requesting Documents (check one):

       

      ______________   1.     Mortgage
        Paid
        in Full

       

      ______________   2.     Foreclosure

       

      ______________   3.     Substitution

       

      ______________   4.     Other
        Liquidation (Repurchases, etc.)

       

      ______________   5.     Nonliquidation

       

      Reason:______________________________________________

       

      Address
        to which Trustee should

      Deliver
        the Custodian's Mortgage File:

       

      [____________]

      [____________]

      
 

      
        	 	
                By: ______________________________

                                          (authorized
                  signer)

              
	 	 
	
                Issuer:______________________________

              	 
	 	 
	
                Address:

              	
                _____________________________________

              
	 	 
	
                Date:
                  _________________________________

                 

                Custodian

              	
                _____________________________________

              
	 	 
	 	 


      

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

      
        	 	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Signature	 	Date	 


      

       

      
        
          Documents
            returned to Custodian:

          
            	 	 	 	 
	 	 	 	 
	
                    

                  	 	 	
                  
	Trustee	 	
                    Date

                  	 


          

        

      

      
 

      EXHIBIT
        F-1

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      [Date]

      Citigroup,
        N.A.

      388
        Greenwich St

      New
        York,
        NY 10013

      ATTENTION:
        CMLTI, SERIES 2006-AR9

       

      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2006-AR9, 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 November 1, 2006, among
        Citigroup Mortgage Loan Trust Inc. as depositor, CitiMortgage, Inc. as trust
        administrator and master servicer, CitiBank, N.A. as paying agent, certificate
        registrar and authenticating agent and U.S. Bank National Association as
        Trustee
        (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
        Agreement the Certificates were issued.


      Capitalized
        terms used but not defined herein shall have the meanings assigned thereto
        in
        the Pooling and Servicing Agreement.

      
        	 	 	 
	 	
                Very
                  truly
                  yours,

                 

                 

                [Transferor]

              
	 
 	 
 	 
 
	 	 	By: 
	 	
                
                  

                

              
	 	
                Name:

                Title:

              


      

       


      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      [Date]

       

      Citigroup,
        N.A.

      388
        Greenwich St

      New
        York,
        NY 10013

      ATTENTION:
        CMLTI, SERIES 2006-AR9

       

      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2006-AR9, Class ___, representing a ___% Percentage
                  Interest

              


      

      


      Ladies
        and Gentlemen:

       

      In
        connection with the purchase from ______________________ (the “Transferor”) on
        the date hereof of the captioned trust certificates (the “Certificates”),
        _______________ (the “Transferee”) hereby certifies as follows:

       

      1. The
        Transferee is a “qualified institutional buyer” as that term is defined in Rule
        144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
        completed either of the forms of certification to that effect attached hereto
        as
        Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
        made in
        reliance on Rule 144A. The Transferee is acquiring the Certificates for its
        own
        account or for the account of a qualified institutional buyer, and understands
        that such Certificate may be resold, pledged or transferred only (i) to a
        person
        reasonably believed to be a qualified institutional buyer that purchases
        for its
        own account or for the account of a qualified institutional buyer to whom
        notice
        is given that the resale, pledge or transfer is being made in reliance on
        Rule
        144A, or (ii) pursuant to another exemption from registration under the 1933
        Act.

       

      2. The
        Transferee has been furnished with all information regarding (a) the
        Certificates and distributions thereon, (b) the nature, performance and
        servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
        referred to below, and (d) any credit enhancement mechanism associated with
        the
        Certificates, that it has requested.

       

      All
        capitalized terms used but not otherwise defined herein have the respective
        meanings assigned thereto in the Pooling and Servicing Agreement, dated as
        of
        November 1, 2006, among Citigroup Mortgage Loan Trust Inc. as depositor,
        CitiMortgage, Inc. as master servicer and trust administrator, Citibank,
        N.A. as
        paying agent, certificate registrar and authenticating agent and U.S. Bank
        National Association as Trustee, pursuant to which the Certificates were
        issued.

      
        	 	 	 
	 	
                [TRANSFEREE]

              
	 
 	 
 	 
 
	 	 	By: 
	 	
                
                  

                

              
	 	
                Name:

                Title: 

              


      

       

       

      ANNEX
        1 TO EXHIBIT F

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with
        respect to the mortgage pass-through certificates
        (the
“Certificates”) described in the Transferee Certificate to which this
        certification relates and to which this certification is an Annex:

       

      
        	 	
                1.

              	
                As
                  indicated below, the undersigned is the President, Chief Financial
                  Officer, Senior Vice President or other executive officer of the
                  entity
                  purchasing the Certificates (the “Transferee”).

              
	 	 	 
	 	
                2.

              	
                In
                  connection with purchases by the Transferee, the Transferee is
                  a
                  “qualified institutional buyer” as that term is defined in Rule 144A under
                  the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
                  and/or invested on a discretionary basis
                  $______________________1 
                  in
                  securities (except for the excluded securities referred to below)
                  as of
                  the end of the Transferee's most recent fiscal year (such amount
                  being
                  calculated in accordance with Rule 144A) and (ii) the Transferee
                  satisfies
                  the criteria in the category marked below.

              
	 	 	 
	 	
                ___

              	
                CORPORATION,
                  ETC. The Transferee is a corporation (other than a bank, savings
                  and loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or any organization described in Section 501(c)(3)
                  of
                  the Internal Revenue Code of 1986.

              
	 	 	 
	 	
                ___

              	
                BANK.
                  The Transferee (a) is a national bank or banking institution organized
                  under the laws of any State, territory or the District of Columbia,
                  the
                  business of which is substantially confined to banking and is supervised
                  by the State or territorial banking commission or similar official
                  or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth
                  of at least $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached hereto.

              
	 	 	 
	 	
                ___

              	
                SAVINGS
                  AND LOAN. The Transferee (a) is a savings and loan association,
                  building
                  and loan association, cooperative bank, homestead association or
                  similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least

              
	 	 	 


      

      
        	 	
                ___

              	
                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
        TRANSFER AFFIDAVIT AND AGREEMENT AND FORM OF TRANSFEROR AFFIDAVIT IN CONNECTION
        WITH TRANSFER OF RESIDUAL CERTIFICATES

       

      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 November 1, 2006
        (the “Agreement”),
        among
        Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
        CitiMortgage, Inc., as master servicer and trust administrator (the “Master
        Servicer”), Citibank, N.A., as paying agent, certificate registrar and
        authenticating agent (the “Paying Agent”) and U.S. Bank National Association, as
        trustee (the “Trustee”).
        Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
        shall have the meanings ascribed to such terms in the Agreement. The Transferee
        has authorized the undersigned to make this affidavit on behalf of the
        Transferee for the benefit of the Depositor and the Trustee.

       

      2.  The
        Transferee is, as of the date hereof, and will be, as of the date of the
        Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
        Interest in the Certificate for its own account. The Transferee has no knowledge
        that any such affidavit is false.

       

      3.  The
        Transferee has been advised of, and understands that (i) a tax will be
        imposed on Transfers of the Certificate to Persons that are not Permitted
        Transferees; (ii) such tax will be imposed on the transferor, or, if such
        Transfer is through an agent (which includes a broker, nominee or middleman)
        for
        a Person that is not a Permitted Transferee, on the agent; and (iii) the
        Person otherwise liable for the tax shall be relieved of liability for the
        tax
        if the subsequent Transferee furnished to such Person an affidavit that such
        subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
        such Person does not have actual knowledge that the affidavit is
        false.

       

      4.  The
        Transferee has been advised of, and understands that a tax will be imposed
        on a
“pass-through entity” holding the Certificate if at any time during the taxable
        year of the pass-through entity a Person that is not a Permitted Transferee
        is
        the record holder of an interest in such entity. The Transferee understands
        that
        such tax will not be imposed for any period with respect to which the record
        holder furnishes to the pass-through entity an affidavit that such record
        holder
        is a Permitted Transferee and the pass-through entity does not have actual
        knowledge that such affidavit is false. (For this purpose, a “pass-through
        entity” includes a regulated investment company, a real estate investment trust
        or common trust fund, a partnership, trust or estate, and certain cooperatives
        and, except as may be provided in Treasury Regulations, persons holding
        interests in pass-through entities as a nominee for another
        Person.)

       

      5.  The
        Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
        and understands the legal consequences of the acquisition of an Ownership
        Interest in the Certificate including, without limitation, the restrictions
        on
        subsequent Transfers and the provisions regarding voiding the Transfer and
        mandatory sales. The Transferee expressly agrees to be bound by and to abide
        by
        the provisions of Section 5.02(d) of the Agreement and the restrictions
        noted on the face of the Certificate. The Transferee understands and agrees
        that
        any breach of any of the representations included herein shall render the
        Transfer to the Transferee contemplated hereby null and void.

       

      6.  The
        Transferee agrees to require a Transfer Affidavit from any Person to whom
        the
        Transferee attempts to Transfer its Ownership Interest in the Certificate,
        and
        in connection with any Transfer by a Person for whom the Transferee is acting
        as
        nominee, trustee or agent, and the Transferee will not Transfer its Ownership
        Interest or cause any Ownership Interest to be Transferred to any Person
        that
        the Transferee knows is not a Permitted Transferee. In connection with any
        such
        Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
        a
        certificate substantially in the form set forth as Exhibit L to the
        Agreement (a “Transferor
        Certificate”)
        to the
        effect that such Transferee has no actual knowledge that the Person to which
        the
        Transfer is to be made is not a Permitted Transferee.

       

      7.  The
        Transferee has historically paid its debts as they have come due, intends
        to pay
        its debts as they come due in the future, and understands that the taxes
        payable
        with respect to the Certificate may exceed the cash flow with respect thereto
        in
        some or all periods and intends to pay such taxes as they become due. The
        Transferee does not have the intention to impede the assessment or collection
        of
        any tax legally required to be paid with respect to the
        Certificate.

       

      8.  The
        Transferee’s taxpayer identification number is ___________.

       

      9.  The
        Transferee is a U.S. Person as defined in Code
        Section 7701(a)(30).

       

      10.  The
        Transferee is aware that the Certificate may be a “noneconomic residual
        interest” within the meaning of proposed Treasury regulations promulgated
        pursuant to the Code and that the transferor of a noneconomic residual interest
        will remain liable for any taxes due with respect to the income on such residual
        interest, unless no significant purpose of the transfer was to impede the
        assessment or collection of tax.

       

      11.  The
        Transferee will not cause income from the Certificate to be attributable
        to a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of the Transferee or any other U.S.
        person.

       

      12.  Check
        one
        of the following:

      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_____________

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      __________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1.  I
        am a
        ____________________ of ____________________________ (the “Owner”), a
        corporation duly organized and existing under the laws of ______________,
        on
        behalf of whom I make this affidavit.

       

      2.  The
        Owner
        is not transferring the Class R Certificates (the “Residual Certificates”) to
        impede the assessment or collection of any tax.

       

      3.  The
        Owner
        has no actual knowledge that the Person that is the proposed transferee (the
        “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
        any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4.  The
        Owner
        understands that the Purchaser has delivered to the Trustee a transfer affidavit
        and agreement in the form attached to the Pooling and Servicing Agreement
        as
        Exhibit F-2. The Owner does not know or believe that any representation
        contained therein is false.

       

      5.  At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
        has
        determined that the Purchaser has historically paid its debts as they became
        due
        and has found no significant evidence to indicate that the Purchaser will
        not
        continue to pay its debts as they become due in the future. The Owner
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Owner may continue to be liable
        for
        United States income taxes associated therewith) unless the Owner has conducted
        such an investigation.

       

      6.  Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement.

       

      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of ___________,
        20__.

       

      
        	 	 	 	 	 	 	 	
                [OWNER]

              
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name: 

              
	 	 	 	 	 	 	 	 	
                Title: [Vice]
                  President

              


      

      


      


      ATTEST:

      
        	 	 	 	 
	By: 	 	 	 
	
                
                  

                

              	 	 	
              
	
                Name:

                Title:
                   [Assistant]
                  Secretary

              	 	 	 


      

      
         

         

      

      Personally
        appeared before me the above-named , known or proved to me to be the same
        person
        who executed the foregoing instrument and to be a [Vice] President of the
        Owner,
        and acknowledged to me that [he/she] executed the same as [his/her] free
        act and
        deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ____ day of __________, 20___.

       

      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of __________________

              
	 	 
	 	
                State
                  of ___________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      
 

      EXHIBIT
        G

       

      FORM
        OF
        CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

       

      [Date]

       

      Citigroup,
        N.A.

      388
        Greenwich St

      New
        York,
        NY 10013

      Attention:
        CMLTI, Series 2006-AR9

       

      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2006-AR9, Class ___

              


      

      


      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
        Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2006-AR9,
        Class [1-R] [2-R] (the “Certificates”), issued pursuant to a Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of November
        1, 2006, among Citigroup Mortgage Loan Trust Inc. as depositor (the
“Depositor”), CitiMortgage, Inc. as master servicer (the”Master Servicer”) and
        trust administrator, Citibank N.A., as paying agent, certificate registrar
        and
        authenticating agent and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall have
        the meanings assigned thereto in the Pooling and Servicing Agreement. The
        Transferee hereby certifies, represents and warrants to, and covenants with
        the
        Depositor, the Trustee and the Master Servicer that:

       

      The
        Certificates (i) are not being acquired by, and will not be transferred to,
        any
        employee benefit plan within the meaning of section 3(3) of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”), or other
        retirement arrangement, including individual retirement accounts and annuities,
        Keogh plans and bank collective investment funds and insurance company general
        or separate accounts in which such plans, accounts or arrangements are invested,
        that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
        Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
        acquired with “plan assets” of a Plan within the meaning of the Department of
        Labor (“DOL”) regulation, 29 C.F.R.§2510.3-101, and (iii) will not be
        transferred to any entity that is deemed to be investing in plan assets of
        a
        Plan within the meaning of the DOL regulation at 29 C.F.R.
§2510.3-101.

      
 

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

                 

                 

                ___________________________________________

              
	 	 	 	 	 	 	 	
                By:

              	______________________________________
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      
 

      EXHIBIT
        H

       

      FORM
        OF
        MASTER SERVICER CERTIFICATION

       

      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2006-AR9

              


      

      


      I,
        [identify the certifying individual], acting of [CitiMortgage, Inc.
        (“CitiMortgage”)], certify to Citigroup Mortgage Loan Trust, Inc. (the
“Depositor”), the Trust Administrator and their respective officers, directors
        and affiliates, and with the knowledge and intent that they will rely upon
        this
        certification, that:

       

      1. I
        have
        reviewed the information provided to the Trust Administrator by the Master
        Servicer pursuant to the Servicing Agreement and included in the annual report
        on Form 10-K for the fiscal year [___], and all reports on Form 10-D required
        to
        be filed in respect of the period covered by such Form 10-K of the Depositor
        relating to the above-referenced trust (the “Exchange Act periodic reports”)
        (the “Servicing Information”);

       

      2. Based
        on
        my knowledge, the Servicing Information in the Exchange Act periodic reports,
        taken as a whole, does not contain any untrue statement of a material fact
        or
        omit to state a material fact necessary to make the statements made, in light
        of
        the circumstances under which such statements were made, not misleading as
        of
        the last day of the period covered by that annual report;

       

      3. Based
        on
        my knowledge, the Servicing Information required to be provided to the Trust
        Administrator by the Master Servicer has been provided as required under
        the
        Pooling and Servicing Agreement;

       

      4. I
        am
        responsible for reviewing the activities performed by the Master Servicer
        under
        the Pooling and Servicing Agreement and based upon the review required under
        the
        Pooling and Servicing Agreement, and except as disclosed to the Depositor
        and
        the Trust Administrator, the Master Servicer has fulfilled in all material
        respects its obligations under the Pooling and Servicing Agreement;
        and

       

      5. I
        have
        disclosed to the Master Servicer’s certified public accountants and the
        Depositor all significant deficiencies relating to the Master Servicer’s
        compliance with the Servicing Criteria as set forth in the Pooling and Servicing
        Agreement.


      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement, dated November 1, 2006 (the “Pooling and
        Servicing Agreement”), among the Depositor as depositor, CitiMortgage, Inc. as
        master servicer and trust administrator, Citibank, N.A. as paying agent,
        certificate registrar and authenticating agent and U.S. Bank National
        Association as trustee.

       

      
        	 	 	 	 	 	 	 	
                [CITIMORTGAGE,
                  INC.] 

              
	 	 	 	 	 	 	 	
                 

                 

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                 

                Name:

              	 
	 	 	 	 	 	 	 	
                 

                Title:

              	 
	 	 	 	 	 	 	 	
                 

                Date:

              	 


      

      


       

      EXHIBIT
        I

       

      FORM
        BACK-UP CERTIFICATION

       

      
        	 	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of November 1, 2006 (the “Agreement”),
                  among Citigroup Mortgage Loan Trust Inc., as depositor, CitiMortgage,
                  Inc.
                  as master servicer and trust administrator, Citibank, N.A. as paying
                  agent, certificate registrar and authenticating agent and U.S.
                  Bank
                  National Association as Trustee

              


      

       

      I,
        ________________________________, the _______________________ of [Trust
        Administrator], certify to [the Depositor] and the [Master Servicer] [Trustee],
        and their officers, with the knowledge and intent that they will rely upon
        this
        certification, that:

       

      (1) I
        have
        reviewed the Master Servicer compliance statement of the Company provided
        in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Company’s compliance with the servicing criteria set
        forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
        accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
        1934,
        as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the Depositor and the
        Trust
        Administrator pursuant to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in light of the circumstances under
        which
        such statements were made, not misleading with respect to the period of time
        covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Depositor and
        the
        Trust Administrator;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as Master
        Servicer under the Agreement, and based on my knowledge and the compliance
        review conducted in preparing the Compliance Statement and except as disclosed
        in the Compliance Statement, the Servicing Assessment or the Attestation
        Report,
        the Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any subservicer or subcontractor pursuant
        to the
        Agreement, have been provided to the Depositor and the Trust Administrator.
        Any
        material instances of noncompliance described in such reports have been
        disclosed to the Depositor and the Trust Administrator. Any material instance
        of
        noncompliance with the Servicing Criteria has been disclosed in such
        reports.

       

      Date: _________________________

       

       

      By:

       

      Name:
         ________________________________
        

       

      Title:
         ________________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        J

       

      FORM
        OF
        INTEREST RATE CAP AGREEMENT

       

       

      

        

        BEAR
          STEARNS FINANCIAL PRODUCTS INC.

        383
          MADISON AVENUE

        NEW
          YORK,
          NEW YORK 10179

        212-272-4009

        


        


         

        


        DATE:                                            
            November
          30, 2006

        


        TO:                                                 
            Citibank,
          N.A. not in its individual capacity, but solely as Cap Trustee on behalf
          of a
          separate trust created pursuant to the Cap Administration Agreement with
          respect
          to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage Pass-Through
          Certificates, Series 2006-AR9 

        ATTENTION:                              
             Jennifer
          McCourt  

        TELEPHONE:                            
             212-816-5680  

        FACSIMILE:                               
             212-816-5527

        


        TO:                                                 
            Citibank,
          N.A., New York    

        ATTENTION:                                
            Phil
          Sears    

        TELEPHONE:                             
            212-723-1145

        FACSIMILE:                                
            212-723-8604

        


        FROM:                                          
            Derivatives
          Documentation

        TELEPHONE:                             
            212-272-2711
          

        FACSIMILE:                               
             212-272-9857

        


        RE:                                             
             Novation
          Confirmation

        


        REFERENCE
          NUMBER(S):        FXNCC8906

        


        The
          purpose of this letter is to confirm the terms and conditions of the Novation
          Transaction entered into between the parties and effective from the Novation
          Date specified below. This Novation Confirmation constitutes a “Confirmation” as
          referred to in the New Agreement specified below. 

        


        1.
           The
          definitions and provisions contained in the 2004 ISDA Novation Definitions
          (the
“Definitions”) and the terms and provisions of the 2000 ISDA
          Definitions,
          as
          published by the International Swaps and Derivatives Association, Inc.
          and
          amended from time to time, are incorporated in this Novation Confirmation.
          In
          the event of any inconsistency between (i) the Definitions, (ii) the 2000
          ISDA
          Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
          this Novation Confirmation will govern. 

        


        2. The
          terms
          of the Novation Transaction to which this Novation Confirmation relates
          are as
          follows:

        


        
          	 	
                  Novation
                    Trade Date:

                	
                  November
                    30, 2006

                
	 	
                  Novation
                    Date:

                	
                  November
                    30, 2006

                
	 	
                  Novated
                    Amount:

                	
                  USD
                    1,632,700

                
	 	
                  Transferor:

                	
                  Citibank,
                    N.A.

                
	 	
                  Transferee:

                	
                  Citibank,
                    N.A. not in its individual capacity, but solely as Cap Trustee
                    on behalf
                    of a separate trust created pursuant to the Cap Administration
                    Agreement
                    with respect to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage
                    Pass-Through Certificates, Series 2006-AR9

                
	 	
                  Remaining
                    Party:

                	
                  Bear
                    Stearns Financial Products Inc.

                
	 	
                  New
                    Agreement (between Transferee and Remaining Party):

                	
                  The
                    Master Agreement as defined in the New
                    Confirmation

                


        

        


        3.
           The
          terms
          of the Old Transaction to which this Novation Confirmation relates, for
          identification purposes, are as follows:

        


        
          	 	
                  Trade
                    Date of Old Transaction:

                	
                  November
                    16, 2006

                
	 	
                  Effective
                    Date of Old Transaction:

                	
                  November
                    30, 2006

                
	 	
                  Termination
                    Date of Old Transaction:

                	
                  January
                    25, 2012

                


        

        


        4.
           The
          terms
          of the New Transaction to which this Novation Confirmation relates shall
          be as
          specified in the New Confirmation attached hereto as Exhibit A.

        


        
          	 	
                  Full
                    First Calculation Period:

                	
                  Applicable

                


        

        


        5. Offices:

         

        
          	 	
                  Transferor:

                	
                  Not
                    Applicable

                
	 	
                  Transferee:

                	
                  Not
                    Applicable

                
	 	
                  Remaining
                    Party:

                	
                  Not
                    Applicable

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        The
          parties confirm their acceptance to be bound by this Novation Confirmation
          as of
          the Novation Date by executing a copy of this Novation Confirmation and
          returning a facsimile of the fully-executed Novation Confirmation to
212-272-9857.
          The
          Transferor, by its execution of a copy of this Novation Confirmation, agrees
          to
          the terms of the Novation Confirmation as it relates to the Old Transaction.
          The
          Transferee, by its execution of a copy of this Novation Confirmation, agrees
          to
          the terms of the Novation Confirmation as it relates to the New Transaction.
          For
          inquiries regarding U.S. Transactions, please contact Derivatives
          Documentation
          by
          telephone at 212-272-2711.
          For all
          other inquiries please contact Derivatives
          Documentation by
          telephone at 353-1-402-6223.

        


        


        
          	
                  Bear
                    Stearns Financial Products Inc.

                   

                  By:
                    _____________________________

                  Name:

                  Title:

                  Date

                	
                  Citibank,
                    N.A., New York

                   

                  By:
                    _____________________________

                  As
                    authorized agent or officer for 

                  Citibank,
                    N.A., New York

                  Name:

                  Title:

                  Date

                
	 	 
	
                  Citibank,
                    N.A. not in its individual capacity, but solely as Cap Trustee
                    on behalf
                    of a separate trust created pursuant to the Cap Administration
                    Agreement
                    with respect to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage
                    Pass-Through Certificates, Series 2006-AR9

                   

                  By:
                    _____________________________

                  Name:

                  Title:

                  Date

                	 


        

         

         

        am/er

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK, NEW YORK 10179

      212-272-4009

      


      Exhibit
        A

      


      
        	 	 
	
                DATE:

              	
                November
                  30, 2006

              
	
                 

              	 
	
                TO:

              	
                Citibank,
                  N.A. not in its individual capacity, but solely as Cap Trustee
                  on behalf
                  of a separate trust created pursuant to the Cap Administration
                  Agreement
                  with respect to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage
                  Pass-Through Certificates, Series 2006-AR9

              
	 	 
	
                ATTENTION:

              	
                Jennifer
                  McCourt

              
	
                TELEPHONE:

              	
                212-816-5680

              
	
                FACSIMILE:

              	
                212-816-5527

              
	 	 
	
                FROM:

              	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	
                212-272-2711
                  

              
	
                FACSIMILE: 

              	
                212-272-9857
                  

              
	 	 
	
                SUBJECT:

              	
                Fixed
                  Income Derivatives Confirmation and Agreement

              
	 	 
	
                REFERENCE
                  NUMBER:

              	
                FXNCC8906

              


      

      


      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
        Bear Stearns Financial Products Inc. (“Party
        A”) and
        Citibank, N.A. not in its individual capacity, but solely as Cap Trustee
        (the
“Cap Trustee”) on behalf of a separate trust created pursuant to the Cap
        Administration Agreement between the Cap Trustee and CitiMortgage, Inc. as
        trust
        administrator (the “Trust Administrator”) with respect to the Citigroup Mortgage
        Loan Trust 2006-AR9 (the “Trust”), Mortgage Pass-Through Certificates, Series
        2006-AR9.
        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” (unless specifically referencing the Pooling and
        Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
        a reference to a Section of the ISDA Master Agreement; each herein reference
        to
        a “Part” will be construed as a reference to the 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:

              	
                November
                  30, 2006

              
	 	 
	
                Effective
                  Date:

              	
                November
                  30, 2006

              
	 	 
	
                Termination
                  Date:

              	
                January
                  25, 2012

              
	 	 
	
                Fixed
                  Amount:

              	 
	 	 
	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Payment
                  Date:

              	
                November
                  30, 2006

              
	 	 
	
                Fixed
                  Amount:

              	
                Inapplicable.
                  Premium has been paid under the Old Transaction.

              
	 	 
	 	 
	
                Floating
                  Amounts:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 
	
                Cap
                  Rate:

              	
                5.45%

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  December 25, 2006, and ending on the Termination Date, subject
                  to
                  adjustment in accordance with the Business Day
                  Convention.

              
	 	 
	
                Floating
                  Rate Payer 

              	 
	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. Two Business Days prior to each Floating
                  Rate
                  Payer Period End Date.

              
	 	 
	
                Floating
                  Rate for initial

              	 
	
                Calculation
                  Period:

              	
                To
                  be determined.

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA; provided,
                  however, that all references in

              
	 	
                Sections
                  7.l(w)(xvii) and 7.l(w)(xx) of the Definitions to "on
                  the

              
	 	
                day
                  that is two London Banking Days preceding that Reset Date" shall
                  be
                  deleted and replaced with "on the day that is two New York and
                  London
                  Banking Days preceding that Reset Date".

              
	 	 
	
                Floating
                  Amount:

              	
                To
                  be determined in accordance with the following formula:


              
	 	 
	 	
                250
                  * (excess, if any, of the Floating Rate Option over the Cap Rate)
                  *
                  Notional Amount * Floating Rate Day Count Fraction

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month 

              
	 	 
	
                Floating
                  Rate Day 

              	 
	
                Count
                  Fraction:

              	
                Actual/360

              
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	
                Business
                  Days:

              	
                New
                  York 

              
	 	 
	
                Business
                  Day Convention:

              	
                Preceding

              
	 	 
	
                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 notwithstanding anything to the
                  contrary
                  in Section 5(a)(i) or in Paragraph 7
                  of the Credit Support Annex,
                  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.

      


      “Threshold
        Amount” means USD 100,000,000. 

      


      
        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B 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 lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d)         
         Termination
        Events.

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      (i)          
         The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A and will apply
                  to
                  Party B.

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      (f)         
          Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

      


      
        	(i)  	
                The
                  Second Method will apply.

              


      

      


      
        	(ii)  	
                Market
                  Quotation will apply, provided, however, that, if Party A is the
                  Defaulting Party or the sole Affected Party, the following provisions
                  will
                  apply:

              


      

      


      
        	 	
                (A)

              	
                Section
                  6(e) is hereby amended by inserting on the first line thereof the
                  words
                  “or is effectively designated” after “If an Early Termination Date
                  occurs”;

              


      

      


      
        	 	
                (B)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the following:


              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, and a party making the
        determination, an amount determined on the basis of one or more Firm Offers
        from
        Reference Market-makers that are Eligible Replacements. Each Firm Offer will
        be
        (1) for an amount that would be paid to Party B (expressed as a negative
        number)
        or by Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (2) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date are to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker that is an Eligible Replacement to provide its Firm Offer to
        the
        extent reasonably practicable as of the same day and time (without regard
        to
        different time zones) on or as soon as reasonably practicable after the
        designation of the relevant Early Termination Date. The day and time as of
        which
        those Firm Offers are to be provided (the “bid time”) will be selected in good
        faith by the party obliged to make a determination under Section 6(e), and,
        if
        each party is so obliged, after consultation with the other. If at least
        one
        Firm Offer from an Approved Replacement (which, if accepted, would determine
        the
        Market Quotation) is provided at the bid time, the Market Quotation will
        be the
        Firm Offer (among such Firm Offers as specified in clause (C) below) actually
        accepted by Party B no later than the Business Day immediately preceding
        the
        Early Termination Date. If no Firm Offer from an Approved Replacement (which,
        if
        accepted, would determine the Market Quotation) is provided at the bid time,
        it
        will be deemed that the Market Quotation in respect of such Terminated
        Transaction or group of Transactions cannot be determined.

      


      
        	 	
                (C)

              	
                If
                  more than one Firm Offer from an Approved Replacement (which, if
                  accepted,
                  would determine the Market Quotation) is provided at the bid time,
                  Party B
                  shall use best efforts to accept the Firm Offer (among such Firm
                  Offers)
                  which would require either (x) the lowest payment by Party B to
                  the
                  Reference Market-maker, to the extent Party B would be required
                  to make a
                  payment to the Reference Market-maker or (y) the highest payment
                  from the
                  Reference Market-maker to Party B, to the extent the Reference
                  Market-maker would be required to make a payment to Party B. If
                  only one
                  Firm Offer from an Approved Replacement (which, if accepted, would
                  determine the Market Quotation) is provided at the bid time, Party
                  B shall
                  use best efforts to accept such Firm
                  Offer.

              


      

      


      
        	 	
                (D)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so.


              


      

      


      
        	 	
                (E)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      


      (g)         
         “Termination
        Currency”
        means
        USD.

      


      (h)         
          Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Part
        2.  Tax
        Matters.

      


      (a)         
         Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A)        
         Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. 

      


      In
        making
        this representation, it may rely on: 

      


      
        	 	
                (1)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f) of this Agreement; 

              


      

      


      
        	 	
                (2)

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this
                  Agreement; and 

              


      

      


      
        	 	
                (3)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement, provided that it shall not be a breach of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial
                  position.

              


      

      
        	 	 	 


      

      (B)        
         Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)
         Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A)       
         Party
        A
        makes the following representation(s):

      


      Party
        A
        is a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 13-3866307.

      
        	 	 	 


      

      (B)           Party
        B
        makes the following representation(s):

      


      None.  

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, such that Party
                  B
                  shall not be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax. Notwithstanding
                  the definition of “Indemnifiable
                  Tax”
                  in
                  Section 14 of this Agreement, all Taxes in relation to payments
                  by Party A
                  shall be Indemnifiable Taxes (including any Tax imposed in relation
                  to a
                  Credit Support Document or in relation to any payment thereunder)
                  unless
                  (i) such Taxes are assessed directly against Party B and not by
                  deduction
                  or withholding by Party A or (ii) arise as a result of a Change
                  in Tax Law
                  (in which case such Tax shall be an Indemnifiable Tax only if such
                  Tax
                  satisfies the definition of Indemnifiable Tax provided in Section
                  14). In
                  relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

      


      


      


      


      


      


       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      (a) For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	 	
                Date
                  by which to

                be
                  delivered

              
	 	 	 	 
	
                Party
                  A

              	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by Party A that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	 	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

              
	 	 	 	 
	
                Party
                  B

              	
                (i)
                  Upon execution of this Agreement, an original properly completed
                  and
                  executed United States Internal Revenue Service Form W-9 (or any
                  successor
                  thereto) with respect to any payments received or to be received
                  by the
                  initial beneficial owner of payments to Party B that eliminates
                  U.S.
                  federal withholding and backup withholding Tax on payments to Party
                  B
                  under this Agreement, and (ii) thereafter, the appropriate tax
                  certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                  W-8EXP
                  or W-8ECI, as applicable (or any successor form thereto)) with
                  respect to
                  any payments received or to be received by the beneficial owner
                  of
                  payments to Party B under this Agreement from time to time.
                  

              	 	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  in the
                  case of a tax certification form other than a Form W-9, before
                  December 31
                  of each third succeeding calendar year, (iv) promptly upon the
                  reasonable
                  demand by Party B, (v) prior to the expiration or obsolescence
                  of any
                  previously delivered form, and (vi) promptly upon the information
                  on any
                  such previously delivered form becoming inaccurate or
                  incorrect.

              


      

      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	 	
                Date
                  by which to

                be
                  delivered

              	
                Covered
                  by Section 3(d) Representation

              
	 	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, 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 containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	 	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 	 
	
                Party
                  A

              	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	 	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                An
                  opinion of counsel of such party regarding the enforceability of
                  this
                  Agreement in a form reasonably satisfactory to the other
                  party.

              	 	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              
	 	 	 	 	 
	
                Party
                  B

              	
                An
                  executed copy of the Pooling and Servicing Agreement and the Cap
                  Administration Agreement

              	 	
                Promptly
                  upon filing of such agreement with the U.S. Securities and Exchange
                  Commission

              	
                No

              
	 	 	 	 	 


      

      


      Part
        4. Miscellaneous. 

      


      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to Party A:

      
        	
                Address:

              	
                383
                  Madison Avenue, New York, New York 10179

              
	
                Attention:

              	
                DPC
                  Manager 

              
	
                Facsimile:

              	
                (212)
                  272-5823

              
	 	 
	
                with
                  a copy to:

              	 
	 	 
	
                Address:

              	
                One
                  Metrotech Center North, Brooklyn, New York 11201

              
	
                Attention:

              	
                Derivative
                  Operations 7th Floor

              
	
                Facsimile:

              	
                (212)
                  272-1634

              
	 	 
	
                (For
                  all purposes)

              	 


      

      


      Address
        for notices or communications to Party B:

      


      
        	
                Address:

              	
                Citibank,N.A.

              
	 	
                388
                  Greenwich Street, 14th
                  Floor

              
	
                Attention:

              	
                Structured
                  Finance - CMLTI 2006-AR9

              
	
                Facsimile:

              	
                212-816-5527

              


      

      


      (For
        all
        purposes)

      


      (b)         
         Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      
        	 	
                Party
                  B is not a Multibranch Party.

              


      

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A.

              


      

      


      (f)         
         Credit
        Support Document. 

       

      
        	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              
	 	 
	
                Party
                  B:

              	
                The
                  Credit Support Annex.

              


      

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      
        	
                Party
                  A:

              	
                The
                  guarantor under any guarantee in support of Party A’s obligations under
                  this Agreement.

              
	 	 
	
                Party
                  B:

              	
                None.

              


      

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, 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.
                  Party A and Party B shall be deemed to have no Affiliates for purposes
                  of
                  this Agreement, including for purposes of Section
                  6(b)(ii).

              


      

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Part
        5.  Others
        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, dated and effective as of November 1, 2006, among
        CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as
        Master
        Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate
        Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as
        Trustee.

       

      (b)         
         Amendments
        to ISDA Master Agreement.

      


      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

      


      
        	 	
                (ii)

              	
                Reserved.
                  

              


      

      


      (iii)        
         Reserved.

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction, (ii) it has consulted with its own
                  legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party, (iii) it is not relying on any communication
                  (written or oral) of the other party as investment advice or as
                  a
                  recommendation to enter into this Transaction; it being understood
                  that
                  information and explanations related to the terms and conditions
                  of this
                  Transaction shall not be considered investment advice or a recommendation
                  to enter into this Transaction and (iv) it has not received from
                  the other
                  party any assurance or guaranty as to the expected results of this
                  Transaction.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) 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) deleting the last paragraph thereof and inserting the
                  following
                  in lieu thereof:

              


      

      


      “Notwithstanding
        anything to the contrary in Section 7 (as amended herein) and Part 5(f),
        any
        transfer by Party A under this Section 6(b)(ii) shall not require the consent
        of
        Party B for such transfer if the following conditions are
        satisfied:

      


      
        	 	
                (1)

              	
                the
                  transferee (the “Section 6 Transferee”) is an Eligible
                  Replacement;

              


      

      


      
        	 	
                (2)

              	
                if
                  the Section 6 Transferee is domiciled in a different country or
                  political
                  subdivision thereof from both Party A and Party B, such transfer
                  satisfies
                  the Rating Agency Condition;

              


      

      


      
        	 	
                (3)

              	
                the
                  Section 6 Transferee will not, as a result of such transfer, be
                  required
                  on the next succeeding Scheduled Payment Date to withhold or deduct
                  on
                  account of any Tax (except in respect of default interest) amounts
                  in
                  excess of that which Party A would, on the next succeeding Scheduled
                  Payment Date have been required to so withhold or deduct unless
                  the
                  Section 6 Transferee would be required to make additional payments
                  pursuant to Section 2(d)(i)(4) corresponding to such excess;
                  

              


      

      


      
        	 	
                (4)

              	
                a
                  Termination Event or Event of Default does not occur as a result
                  of such
                  transfer; and

              


      

      


      
        	 	
                (5)

              	
                the
                  Section 6 Transferee confirms in writing that it will accept all
                  of the
                  interests and obligations in and under this Agreement which are
                  to be
                  transferred to it in accordance with the terms of this
                  provision.”

              


      

      


      
        	 	
                (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)  	
                S&P
                  First Level Downgrade.
                  If
                  an S&P Approved Ratings Downgrade Event has occurred and is continuing
                  and Party A fails to take any action described under Part (5)(d)(i)(1),
                  within the time period specified therein, then an Additional Termination
                  Event shall have occurred with respect to Party A, Party A shall
                  be the
                  sole Affected Party with respect to such Additional Termination
                  Event and
                  all Transactions hereunder shall be Affected
                  Transaction.

              


      

      


      
        	(ii)  	
                Moody’s
                  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, Party A shall be the sole Affected Party with respect to such
                  Additional Termination Event and all Transactions hereunder shall
                  be
                  Affected Transactions. 

              


      

      


      
        	(iii)  	
                S&P
                  Second Level Downgrade.
                  If
                  an S&P Required Ratings Downgrade Event has occurred and is continuing
                  and Party A fails to take any action described under Part (5)(d)(i)(2)
                  within the time period specified therein, then an Additional Termination
                  Event shall have occurred with respect to Party A, Party A shall
                  be the
                  sole Affected Party with respect to such Additional Termination
                  Event and
                  all Transactions hereunder shall be Affected
                  Transaction.

              


      

      


      
        	(iv)  	
                Moody’s
                  Second Rating Trigger Replacement.
                  If
                  (A) a Moody’s Second Trigger Ratings 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,
                  Party A shall be the sole Affected Party with respect to such Additional
                  Termination Event and all Transactions hereunder shall be Affected
                  Transactions. 

              


      

      


      
        	 	
                (v)  
                  

              	
                If
                  at any time, the Master Servicer provides notice that it will purchase
                  the
                  Mortgage Loans pursuant to Section 9.1 of the Pooling and Servicing
                  Agreement, then an Additional Termination Event shall have occurred
                  with
                  respect to Party B and Party B shall be the sole Affected Party
                  with
                  respect to such Additional Termination Event; provided, that
                  notwithstanding Section 6(b)(iv) of the ISDA Master Agreement only
                  Party B
                  shall have the right to designate an Early Termination Date in
                  respect of
                  this Additional Termination Event.

              


      

      


      


      
        	
                (d)

              	
                Rating
                  Agency Downgrade.  

              


      

      


      (i)           
         S&P
        Downgrade:

      


      
        	 	
                (1)

              	
                In
                  the event that an S&P Approved Ratings Downgrade Event occurs and is
                  continuing, then within 30 days after such rating downgrade, Party
                  A
                  shall, subject to the Rating Agency Condition with respect to S&P, at
                  its own expense, either (i) procure a Permitted Transfer, (ii)
                  obtain an
                  Eligible Guaranty or (iii) post collateral in accordance with the
                  Credit
                  Support Annex.

              


      

      


      
        	 	
                (2)

              	
                In
                  the event that an S&P Required Ratings Downgrade Event occurs and is
                  continuing, then within 10 Local Business Days after such rating
                  withdrawal or downgrade, Party A shall, subject to the Rating Agency
                  Condition with respect to S&P, at its own expense, procure either (i)
                  a Permitted Transfer or (ii) an Eligible
                  Guaranty.

              


      

      


      (ii)        
          Moody’s
        Downgrade.

      


      
        	 	
                (1)
                  

              	
                In
                  the event that a Moody’s Second Trigger Ratings Event occurs and is
                  continuing, Party A shall, as soon as reasonably practicable thereafter,
                  at its own expense and using commercially reasonable efforts, either
                  (i)
                  procure a Permitted Transfer or (ii) obtain an Eligible
                  Guaranty.

              


      

      


      (e)           Item
        1115 Agreement.
        Party A
        and Party B hereby agree that the terms of the Item 1115 Agreement, dated
        as of
        November 29, 2006 (the “Item
        1115 Agreement”),
        among
        Citigroup Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust
        Inc. (“Depositor”) and, and Party A shall be incorporated by reference into this
        Agreement and Party B shall be an express third party beneficiary of the
        Item
        1115 Agreement. A copy of the Item 1115 Agreement is annexed hereto at Annex
        B.

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)           
         Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
        the Item 1115 Agreement, Part 5(b)(v) 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. 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, take any reasonable steps
                  required to be taken by Party B to effect such transfer.
                  

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agree 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 Account 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, employees,
                  shareholders or affiliates of Party B with respect to any claims,
                  losses,
                  damages, liabilities, indemnities or other obligations in connection
                  with
                  any transactions contemplated hereby. In the event that the
                  Cap Account
                  and the proceeds thereof, should be insufficient to satisfy all
                  claims
                  outstanding and following the realization of the Cap Account
                  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)

              	
                [Reserved]

              


      

      


      
        	
                (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 Swap 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 Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Swap 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 formed pursuant to the Pooling and Servicing Agreement, in any
        bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
        or other proceedings under any federal or state bankruptcy or similar law
        for a
        period of one year (or, if longer, the applicable preference period) and
        one day
        following payment in full of the Certificates and any Notes. This provision
        will
        survive the termination of this Agreement. 

      


      
        	
                (n)

              	
                Trustee
                  Capacity. It is expressly understood and agreed by the parties
                  hereto
                  that: (a) the sole recourse in respect of the obligations of Party
                  B
                  hereunder shall be to the Trust Fund (as defined in the Pooling
                  and
                  Servicing Agreement); (b) Citibank, N.A. is entering into this
                  Confirmation solely in its capacity as cap trustee for the Cap
                  Trust under
                  the Cap Administration Agreement and not in its individual capacity;
                  (c)
                  in no case shall Citibank, N.A. (or any person acting as successor
                  trustee
                  under the Cap Administration Agreement) be personally liable for
                  or on
                  account of any of the statements, representations, warranties,
                  covenants
                  or obligations stated to be those of Party B under the terms of
                  this
                  Confirmation, all such liability, if any, being expressly waived
                  by Party
                  A and any person claiming by, through or under Party
                  A.

              


      

      


      
        	
                (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 Party B has appointed the Cap Trustee as its
                  agent
                  under the Cap Administration Agreement to carry out certain functions
                  on
                  behalf of Party B, 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)

              	
                Fully-paid
                  Party Protected. Notwithstanding
                  the terms of Sections 5 and 6 of the Agreement, if Party B has
                  satisfied
                  its payment obligations under Section 2(a)(i) of the Agreement,
                  then
                  unless Party A is required pursuant to appropriate proceedings
                  to return
                  to (a) Party B or otherwise returns to Party B upon demand of Party
                  B any
                  portion of such payment, the occurrence of an event described in
                  Section
                  5(a) of the Agreement with respect to Party B with respect to this
                  Transaction shall not constitute an Event of Default or Potential
                  Event of
                  Default with respect to Party B as the Defaulting Party and (b)
                  Party A
                  shall be entitled to designate an Early Termination Event pursuant
                  to
                  Section 6 of the Agreement only as a result of a Termination Event
                  set
                  forth in either Section 5(b)(i) or Section 5(b)(ii) of the Agreement
                  with
                  respect to Party A as the Affected Party or Section 5(b)(iii) of
                  the
                  Agreement with respect to Party A as the Burdened Party. For purposes
                  of
                  the Transaction to which this Confirmation relates, Party B’s only payment
                  obligation under Section 2(a)(i) of the Agreement is to pay the
                  Fixed
                  Amount on the Fixed Rate Payer Payment
                  Date.

              


      

       

      
        	
                (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)

              	
                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. Party B represents to Party A on
                  the date
                  on which Party B enters into this Agreement that it is entering
                  into the
                  Agreement and the Transaction in its capacity as Cap
                  Trustee.

              


      

      


      
        	
                (w)

              	
                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.

              


      

      


      (x)         
         Additional
        Definitions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b) and (c) 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.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future payment
        obligations and obligations to post collateral 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.

      


      “Eligible
        Guarantor” means
        an
        entity that has credit ratings at least equal to the Approved Ratings Threshold
        with respect to S&P and the Required Ratings Threshold with respect to
        Moody’s. An Eligible Guarantor shall provide to Party B in writing all credit
        ratings described in this definition, upon request of Party B. 

      


      “Eligible
        Replacement”
        means an
        entity that (A) (i) has credit ratings at least equal to the Approved Ratings
        Threshold with respect to S&P and the Required Ratings Threshold with
        respect to Moody’s, or (ii) provides an Eligible Guarantee and (B) has executed
        an Item 1115 Agreement with the Depositor and Sponsor. An Eligible Replacement
        shall provide to Party B in writing all credit ratings described in this
        definition, upon request of Party B.

      


      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “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),
        the
        Item 1115 Agreement, Part 5(b)(v), 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 (in each case as certified by such
        entity); (c) as of the date of such transfer the Transferee would not be
        required to withhold or deduct on account of Tax from any payments under
        this
        Agreement or would be required to gross up for such Tax under Section
        2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
        as a
        result of such transfer; (e) 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 or (B) each Swap 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 Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap 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 Swap Rating Agencies and receive from each such Swap 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 at least equal to the Required
        Ratings Threshold.

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

      


      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

      


      “S&P
        Approved Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings 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 Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        or
        counterparty rating from S&P of “BBB-”.

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
        Citigroup Mortgage Loan Trust 2006-AR9 (the “Trust”), Mortgage Pass-Through
        Certificates, Series 2006-AR9 (the “Certificates”) or any notes backed by the
        Certificates (the “Notes”).

      


       

      [Remainder
        of this page intentionally left blank.]

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      4. Account
        Details and Settlement Information:  

       

      Payments
        to Party A:

      


      Citibank,
        N.A., New York

      ABA
        Number: 021-0000-89, for the account of

      Bear
        Stearns Securities Corp.

      Account
        Number: 0925-3186, for further credit to

      Bear
        Stearns Financial Products Inc.

      Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

      


      Payments
        to Party B:

      


      Citibank
        NA

      ABA#021-000-089

      Acct
        Name: Structured Finance Incoming Wire Acct. No: 3617-2242

      Ref:
        CMLTI 2006-AR9 A/C#106210

      
 

      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      


      


      


      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      SCHEDULE
        I

      (All
        such
        dates subject to adjustment in accordance with the Following Business Day
        Convention)

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount (USD)

              
	
                Effective
                  Date

              	
                12/25/2006

              	
                1,632,700.00

              
	
                12/25/2006

              	
                1/25/2007

              	
                1,603,832.87

              
	
                1/25/2007

              	
                2/25/2007

              	
                1,571,943.77

              
	
                2/25/2007

              	
                3/25/2007

              	
                1,537,640.12

              
	
                3/25/2007

              	
                4/25/2007

              	
                1,501,436.96

              
	
                4/25/2007

              	
                5/25/2007

              	
                1,463,026.14

              
	
                5/25/2007

              	
                6/25/2007

              	
                1,422,798.40

              
	
                6/25/2007

              	
                7/25/2007

              	
                1,380,221.82

              
	
                7/25/2007

              	
                8/25/2007

              	
                1,336,000.56

              
	
                8/25/2007

              	
                9/25/2007

              	
                1,290,960.33

              
	
                9/25/2007

              	
                10/25/2007

              	
                1,245,673.12

              
	
                10/25/2007

              	
                11/25/2007

              	
                1,201,921.69

              
	
                11/25/2007

              	
                12/25/2007

              	
                1,159,690.27

              
	
                12/25/2007

              	
                1/25/2008

              	
                1,118,926.53

              
	
                1/25/2008

              	
                2/25/2008

              	
                1,079,579.01

              
	
                2/25/2008

              	
                3/25/2008

              	
                1,041,598.51

              
	
                3/25/2008

              	
                4/25/2008

              	
                1,004,937.57

              
	
                4/25/2008

              	
                5/25/2008

              	
                969,550.35

              
	
                5/25/2008

              	
                6/25/2008

              	
                935,392.60

              
	
                6/25/2008

              	
                7/25/2008

              	
                902,421.64

              
	
                7/25/2008

              	
                8/25/2008

              	
                870,596.23

              
	
                8/25/2008

              	
                9/25/2008

              	
                839,876.59

              
	
                9/25/2008

              	
                10/25/2008

              	
                810,224.32

              
	
                10/25/2008

              	
                11/25/2008

              	
                781,602.33

              
	
                11/25/2008

              	
                12/25/2008

              	
                753,974.85

              
	
                12/25/2008

              	
                1/25/2009

              	
                727,307.34

              
	
                1/25/2009

              	
                2/25/2009

              	
                701,528.51

              
	
                2/25/2009

              	
                3/25/2009

              	
                676,643.11

              
	
                3/25/2009

              	
                4/25/2009

              	
                652,622.75

              
	
                4/25/2009

              	
                5/25/2009

              	
                629,422.39

              
	
                5/25/2009

              	
                6/25/2009

              	
                606,996.89

              
	
                6/25/2009

              	
                7/25/2009

              	
                585,230.25

              
	
                7/25/2009

              	
                8/25/2009

              	
                563,720.55

              
	
                8/25/2009

              	
                9/25/2009

              	
                541,499.41

              
	
                9/25/2009

              	
                10/25/2009

              	
                518,178.00

              
	
                10/25/2009

              	
                11/25/2009

              	
                495,795.96

              
	
                11/25/2009

              	
                12/25/2009

              	
                474,356.40

              
	
                12/25/2009

              	
                1/25/2010

              	
                458,757.22

              
	
                1/25/2010

              	
                2/25/2010

              	
                439,085.23

              
	
                2/25/2010

              	
                3/25/2010

              	
                420,241.64

              
	
                3/25/2010

              	
                4/25/2010

              	
                402,191.56

              
	
                4/25/2010

              	
                5/25/2010

              	
                384,901.59

              
	
                5/25/2010

              	
                6/25/2010

              	
                368,339.74

              
	
                6/25/2010

              	
                7/25/2010

              	
                352,475.34

              
	
                7/25/2010

              	
                8/25/2010

              	
                337,279.05

              
	
                8/25/2010

              	
                9/25/2010

              	
                322,722.73

              
	
                9/25/2010

              	
                10/25/2010

              	
                308,779.43

              
	
                10/25/2010

              	
                11/25/2010

              	
                295,423.36

              
	
                11/25/2010

              	
                12/25/2010

              	
                282,629.78

              
	
                12/25/2010

              	
                1/25/2011

              	
                270,375.02

              
	
                1/25/2011

              	
                2/25/2011

              	
                258,636.40

              
	
                2/25/2011

              	
                3/25/2011

              	
                247,390.92

              
	
                3/25/2011

              	
                4/25/2011

              	
                236,619.12

              
	
                4/25/2011

              	
                5/25/2011

              	
                226,300.99

              
	
                5/25/2011

              	
                6/25/2011

              	
                216,417.17

              
	
                6/25/2011

              	
                7/25/2011

              	
                206,949.13

              
	
                7/25/2011

              	
                8/25/2011

              	
                197,876.75

              
	
                8/25/2011

              	
                9/25/2011

              	
                189,172.24

              
	
                9/25/2011

              	
                10/25/2011

              	
                180,795.94

              
	
                10/25/2011

              	
                11/25/2011

              	
                172,738.67

              
	
                11/25/2011

              	
                12/25/2011

              	
                165,023.21

              
	
                12/25/2011

              	
                Termination
                  Date

              	
                157,635.96

              


      

      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      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 November 30, 2006 between

        Bear
          Stearns Financial Products Inc. (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        Citibank,
          N.A. not in its individual capacity, but solely as Cap Trustee (the “Cap
          Trustee”) on behalf of a separate trust created pursuant to the Cap
          Administration Agreement between the Cap Trustee and CitiMortgage, Inc.
          as trust
          administrator (the “Trust Administrator”) with respect to the Citigroup Mortgage
          Loan Trust 2006-AR9 (the “Trust”), Mortgage Pass-Through Certificates, Series
          2006-AR9 (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 November 30, 2006, between
          Party A and Party B, Reference Number FXNCC8906.

        .

        


         

        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 Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                    Credit Support held by the Secured Party,


                


        

         

        
          	 	
                  (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 Value as of such Valuation Date of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,


                


        

         

        
          	 	
                  (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”
                    shall not apply. For purposes of calculating any Delivery Amount
                    or Return
                    Amount for any Valuation Date, reference shall be made to the
                    S&P
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger Credit Support Amount, in each case for such
                    Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        
          	(ii)  	
                  Eligible
                    Collateral.
                    

                


        

         

        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 described in (D) and (E)
          of
          column one of the Collateral Schedule 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 S&P 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 of the Certificates
                    and the
                    aggregate principal balance of the Notes rated by S&P is at the time
                    of any transfer less than USD 50,000,000, the “Minimum
                    Transfer Amount”
                    shall be USD 50,000.

                


        

         

        
          	(D)  	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 1,000.

                


        

         

        
          	(c)  	
                  Valuation
                    and Timing.

                


        

         

        
          	(i)  	
                  “Valuation
                    Agent”
                    means Party A.

                


        

         

        
          	(ii)  	
                  “Valuation
                    Date” means
                    each Local Business Day on which any of the S&P Credit Support Amount,
                    the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                    Trigger Credit Support Amount is greater than
                    zero.

                


        

         

        
          	(iii)  	
                  “Valuation
                    Time” means
                    the close of business in the city of the Valuation Agent on the
                    Local
                    Business Day immediately preceding the Valuation Date or date
                    of
                    calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date. The Valuation Agent
                    will
                    notify each party (or the other party, if the Valuation Agent
                    is a party)
                    of its calculations not later than the Notification Time on the
                    applicable
                    Valuation Date (or in the case of Paragraph 6(d), the Local Business
                    Day
                    following the day on which such relevant calculations are
                    performed).”

                


        

         

        
          	(iv)  	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	(v)  	
                  External
                    Calculations.
                    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 (at
                    its own expense) obtain external calculations of Party B’s Exposure from
                    at least two Reference Market-makers on the last Local Business
                    Day of
                    each calendar month. Any determination of the S&P Credit Support
                    Amount shall be based on the greatest of Party B’s Exposure determined by
                    the Valuation Agent and such Reference Market-makers. Such external
                    calculation may not be obtained from the same Reference Market-maker
                    more
                    than four times in any 12-month
                    period.

                


        

         

        
          	(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
                    Party B’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 of Party B’s
                    Exposure.

                


        

         

        
          	(d)  	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.
                    The following Termination Events will be a “Specified
                    Condition”
                    for the party specified (that party being the Affected Party
                    if the
                    Termination Event occurs with respect to that party): With respect
                    to
                    Party A and Party B: None. 

                


        

         

        
          	(e)  	
                  Substitution.

                


        

         

        
          	(i)  	
                  “Substitution
                    Date”
                    has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	(ii)  	
                  Consent.
                    If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph 4(d):
                    Inapplicable.

                


        

         

        
          	(f)  	
                  Dispute
                    Resolution.

                


        

         

        
          	(i)  	
                  “Resolution
                    Time”
                    means 1:00 p.m. New York time on the Local Business Day following
                    the date
                    on which the notice of the dispute is given under Paragraph
                    5.

                


        

         

        
          	(ii)  	
                  Value.
                    Notwithstanding anything to the contrary in Paragraph 12, for
                    the purpose
                    of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                    Value, and 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
          product of (1)(x) the bid-side quotation at the Valuation Time for such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the arithmetic mean of the bid-side quotations for
          such
          securities quoted at the Valuation Time by any three principal market makers
          for
          such securities selected by the Valuation Agent, provided that if only
          two
          bid-side quotations are obtained, then the arithmetic mean of such two
          bid-side
          quotations will be used, and if only one bid-side quotation is obtained,
          such
          quotation shall be used, or (z) if no such bid price is listed or quoted
          for
          such date, the bid price listed or quoted (as the case may be) at the Valuation
          Time for the day next preceding such date on which such prices were available
          and (2) the applicable Valuation Percentage for such Eligible
          Collateral.

         

        
          	(iii)  	
                  Alternative.
                    The provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	(g)  	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	(i)  	
                  Eligibility
                    to Hold Posted Collateral; Custodians. Party
                    B (or its Custodian) will be entitled to hold Posted Collateral
                    pursuant
                    to Paragraph 6(b), provided that the following conditions applicable
                    to it
                    are satisfied:

                


        

         

        
          	 	
                  (1)

                	
                  it
                    is not a Defaulting Party.

                


        

         

        
          	 	
                  (2)

                	
                  Posted
                    Collateral consisting of Cash or certificated securities that
                    cannot be
                    paid or delivered by book-entry may be held only in any state
                    of the
                    United States which has adopted the Uniform Commercial
                    Code.

                


        

         

        
          	 	
                  (3)

                	
                  in
                    the case of any Custodian for Party B, such Custodian (or, to
                    the extent
                    applicable, its parent company or credit support provider) shall
                    then have
                    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) will not apply to Party B, and
                    Party B
                    shall not have any right to use Posted Collateral or take any
                    action
                    specified in such Paragraph 6(c).

                


        

         

        
          	(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.

                


        

         

        
          	(ii)  	
                  Amendment
                    of Paragraph 6(d)(i) - Distributions. Clause (d)(i) of Paragraph
                    6 shall
                    be amended and restated to read in its entirety as follows:
                    

                


        

         

        “(i)
          Distributions. If Party B receives Distributions on a Local Business Day,
          it
          will credit to Party A not later than the following Local Business Day
          any
          Distributions it receives, and such Distributions will constitute Posted
          Collateral and will be subject to the security interest granted under Paragraph
          2. For the avoidance of doubt, any Distributions will not be Transferred
          to
          Party A pursuant to Paragraph 6.”

         

        
          	(iii)  	
                  Amendment
                    of Paragraph 6(d)(ii) - Interest Amount. Clause
                    (d)(ii) of Paragraph 6 shall be amended and restated to read
                    in its
                    entirety as follows:

                


        

         

        “(ii)
          Interest Amount. The Interest Amount will not be Transferred to Party A
          pursuant
          to Paragraph 6, but instead will constitute Posted Collateral and will
          be
          subject to the security interest granted under Paragraph 2. For purposes
          of
          calculating the Interest Amount the amount of interest calculated for each
          day
          of the interest period shall be compounded monthly.” Party B shall not be
          obliged to transfer any Interest Amount unless and until it has received
          such
          amount.

         

        
          	(i)  	
                  Additional
                    Representation(s).
                    There are no additional representations by either
                    party.

                


        

         

        
          	(j)  	
                  Other
                    Eligible Support and Other Posted Support.

                


        

         

        
          	(i)  	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable. 

                


        

         

        
          	(ii)  	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	(k)  	
                  Demands
                    and Notices.All
                    demands, specifications and notices under this Annex will be
                    made pursuant
                    to the Notices Section of this Agreement, except that any demand,
                    specification or notice shall be given to or made at the following
                    addresses, or at such other address as the relevant party may
                    from time to
                    time designate by giving notice (in accordance with the terms
                    of this
                    paragraph) to the other party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B’s Custodian: at the address designated in writing from time to
          time.

         

        
          	(l)  	
                  Address
                    for Transfers.
                    Each Transfer hereunder shall be made to the address specified
                    below or to
                    an address specified in writing from time to time by the party
                    to which
                    such Transfer will be made.

                


        

         

        [Party
          A
          account details]

         

        [Party
          B
          account details]

         

        [Party
          B’s Custodian account details]

         

        
          	(m)  	
                  Other
                    Provisions.

                


        

         

        
          	(i)  	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    [Eligible Account], and hold, record and identify all Posted
                    Collateral in
                    such segregated account.

                


        

         

        
          	(ii)  	
                  Agreement
                    as to Single Secured Party and Single Pledgor.
                    Party A and Party B hereby agree that, notwithstanding anything
                    to the
                    contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                    means only Party B, (b) the term “Pledgor” as used in this Annex means
                    only Party A, (c) only Party A makes the pledge and grant in
                    Paragraph 2,
                    the acknowledgement in the final sentence of Paragraph 8(a) and
                    the
                    representations in Paragraph 9.

                


        

         

        
          	(iii)  	
                  Calculation
                    of Value.
                    Paragraph 4(c) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “S&P Value, Moody’s 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, 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, 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, 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, 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, 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, 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,
                    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, 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.
                    Clause (iii) of Paragraph 7 shall not apply to Party
                    B.

                


        

         

        
          	(vi)  	
                  Expenses.
                    Notwithstanding anything to the contrary in Paragraph 10, the
                    Pledgor will
                    be responsible for, and will reimburse the Secured Party for,
                    all transfer
                    and other taxes and other costs involved in any Transfer of Eligible
                    Collateral.

                


        

         

        
          	(vii)  	
                  Withholding.
                    Paragraph 6(d)(ii) is hereby amended by inserting immediately
                    after “the
                    Interest Amount” in the fourth line thereof the words “less any applicable
                    withholding taxes.”

                


        

         

        (ix)
           Additional
          Definitions.
          As used
          in this Annex:

         

        “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 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 lesser of (x) the product of the Moody’s First Trigger
                    DV01 Multiplier and DV01 for such Transaction and such Valuation
                    Date and
                    (y) the product of Moody’s First Trigger Notional Amount Multiplier and
                    the Notional Amount for such Transaction for the Calculation
                    Period for
                    such Transaction (each as defined in the related Confirmation)
                    which
                    includes such Valuation Date, or

                


        

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A such Valuation Date.

         

        “Moody’s
          First Trigger DV01 Multiplier”
          means
          15.

         

        “Moody’s
          First Trigger Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the bid
          price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Moody’s
          First Trigger Notional Amount Multiplier”
          means
          2%.

         

        “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 payment due to be paid by Party
                    A under each
                    Transaction to which this Annex relates, 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 lesser
                    of (i)
                    the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                    such Transaction and such Valuation Date and (ii) the product
                    of the
                    Moody’s Second Trigger Notional Amount Multiplier and the Notional
                    Amount
                    for such Transaction for the Calculation Period for such Transaction
                    (each
                    as defined in the related Confirmation) which includes such Valuation
                    Date;
                    or

                


        

         

        
          	(2)  	
                  if
                    such Transaction is a Transaction-Specific Hedge, the lesser
                    of (i) the
                    product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                    Multiplier and DV01 for such Transaction and such Valuation Date
                    and (ii)
                    the product of the Moody’s Second Trigger Transaction-Specific Hedge
                    Notional Amount Multiplier and the Notional Amount for such Transaction
                    for the Calculation Period for such Transaction (each as defined
                    in the
                    related Confirmation) which includes such Valuation Date;
                    or

                


        

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)        
           the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second Trigger DV01 Multiplier”
          means
          50.

         

        “Moody’s
          Second Trigger Notional Amount Multiplier”
          means
          8%.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01
          Multiplier”
          means
          65.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier”
          means
          10%.

         

        “Moody’s
          Second Trigger Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the bid
          price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “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
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                    Event has occurred and been continuing for at least 30 days or
                    (ii) a
                    S&P 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 the Volatility Buffer for
                    such
                    Transaction and the Notional Amount of such Transaction for the
                    Calculation Period of such Transaction (each as defined in the
                    related
                    Confirmation) 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
          Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the
          product of (A) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (B) the S&P 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 in respect of which (x) the
          notional amount of the interest rate swap is “balance guaranteed” or (y) the
          notional amount of the interest rate swap for any Calculation Period (as
          defined
          in the related Confirmation) otherwise is not a specific dollar amount
          that is
          fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
          an
          interest rate floor or (iv) an interest rate swaption.

         

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P Value, Moody’s First Trigger
          Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
          or Posted Collateral, the applicable S&P 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 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 short-term 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

                
	
                  “A-2”
                    or higher

                	
                  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%

                


        

        


         

        


         

        


         

        [Remainder
          of this page intentionally left blank]

         

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          A

         

        ELIGIBLE
          COLLATERAL

         

        


         

        
          	
                   

                  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)
                    EU-CASH

                	
                  N/A

                	
                  92.5%

                	
                  98%

                	
                  94%

                
	
                  (C)
                    GB-CASH

                	
                  N/A

                	
                  94.1%

                	
                  98%

                	
                  95%

                
	
                  (D)
                    US-TBILL

                       
                    US-TNOTE

                       
                    US-TBOND

                	 	 	 	 
	 	
                  1
                    or less

                	
                  98.9%

                	
                  100%

                	
                  100%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  97.4%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  95.5%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  93.7%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.5%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  91.1%

                	
                  100%

                	
                  90%

                
	 	
                  More
                    than 20

                	
                  88.6%

                	
                  100%

                	
                  88%

                
	
                  (E)
                    US-GNMA

                      
                    US-FNMA

                      
                    US-FHLMC

                	 	 	 	 
	 	
                  1
                    or less

                	
                  98.5%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  97.7%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  97.3%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  94.5%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  93.1%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  90.7%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  87.7%

                	
                  100%

                	
                  89%

                
	 	
                  More
                    than 20

                	
                  84.4%

                	
                  100%

                	
                  87%

                
	
                  (F)
                    Fixed-Rate GA-EUROZONE-GOV

                	 	
                  Rated
                    AAA or better by S&P

                	
                  Rated
                    Aa3 or better by Moody's

                	
                  Rated
                    Aa3 or better by Moody's

                
	 	
                  1
                    or less

                	
                  98.8%

                	
                  98%

                	
                  94%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  97.9%

                	
                  98%

                	
                  93%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  97.1%

                	
                  98%

                	
                  92%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  91.2%

                	
                  98%

                	
                  90%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  87.5%

                	
                  98%

                	
                  89%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  83.8%

                	
                  98%

                	
                  88%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  75.5%

                	
                  98%

                	
                  84%

                


        

        


         

        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.

         

        


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      [Annex
        B

      


      Item
        1115 Agreement]

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      AS
        FILED
        ON DECEMBER 4, 2006