Unassociated Document


    EXHIBIT
      4.1

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

     

    


    WELLS
      FARGO BANK, N.A.
Servicer

     

     

     

    CITIBANK,
      N.A.

    Trust
      Administrator

     

     

    and

     

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    Trustee

     

    _________________________________________

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of November 1, 2006

     

    _________________________________________

     

    Asset-Backed
      Pass-Through Certificates

     

    Series
      2006-WFHE4

     

    


    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    TABLE
      OF CONTENTS

     

    Section

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01    Defined
      Terms

    SECTION
      1.02    Allocation
      of
      Certain Interest Shortfalls

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01    Conveyance
      of Mortgage Loans

    SECTION
      2.02    Acceptance
      of
      the Trust Fund by the Trustee

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

    SECTION
      2.04    [Reserved]

    SECTION
      2.05    Representations,
      Warranties and Covenants of the Servicer

    SECTION
      2.06    Issuance
      of the Certificates

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

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS

     

    SECTION
      3.01    Servicer
      to Act as Servicer

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

    SECTION
      3.03    Successor
      Sub-Servicers

    SECTION
      3.04    Liability
      of
      the Servicer

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

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

    SECTION
      3.07    Collection
      of
      Certain Mortgage Loan Payments

    SECTION
      3.08S    ub-Servicing
      Accounts

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

    SECTION
      3.10    Collection
      Account and Distribution Account

    SECTION
      3.11    Withdrawals
      from the Collection Account and Distribution Account

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

    SECTION
      3.13    [Reserved]

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

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

    SECTION
      3.16    Realization
      Upon Defaulted Mortgage Loans

    SECTION
      3.17    Trustee
      to Cooperate; Release of Mortgage Files

    SECTION
      3.18    Servicing
      Compensation

    SECTION
      3.19    Reports
      to the Trust Administrator; Collection Account Statements

    SECTION
      3.20    Statement
      as
      to Compliance

    SECTION
      3.21    Assessments
      of Compliance and Attestation Reports

    SECTION
      3.22    Access
      to
      Certain Documentation

    SECTION
      3.23    Title,
      Management and Disposition of REO Property

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

    SECTION
      3.25    Obligations
      of the Servicer in Respect of Monthly Payments

    SECTION
      3.26    Advance
      Facility

    SECTION
      3.27    PMI
      Policy;
      Claims Under the PMI Policy

     

    ARTICLE
      IV

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      4.01    Distributions

    SECTION
      4.02    Statements
      to
      Certificateholders

    SECTION
      4.03    Remittance
      Reports; P&I Advances

    SECTION
      4.04    Allocation
      of Extraordinary Trust Fund Expenses and Realized Losses

    SECTION
      4.05    Compliance
      with Withholding Requirements

    SECTION
      4.06    Net
      WAC
      Rate Carryover Reserve Account

    SECTION
      4.07    Commission
      Reporting

    SECTION
      4.08    Cap
      Account

    SECTION
      4.09    Swap
      Account

    SECTION
      4.10    Tax
      Treatment of Swap Payments and Swap Termination Payments

     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    SECTION
      5.01    The
      Certificates

    SECTION
      5.02    Registration
      of Transfer and Exchange of Certificates

    SECTION
      5.03    Mutilated,
      Destroyed, Lost or Stolen Certificates

    SECTION
      5.04    Persons
      Deemed Owners

    SECTION
      5.05    Certain
      Available Information

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR AND THE SERVICER

     

    SECTION
      6.01    Liability
      of
      the Depositor and the Servicer

    SECTION
      6.02    Merger
      or
      Consolidation of the Depositor or the Servicer

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

    SECTION
      6.04    Limitation
      on Resignation of the Servicer

    SECTION
      6.05    Rights
      of the
      Depositor in Respect of the Servicer

    SECTION
      6.06    Duties
      of
      the Credit Risk Manager

    SECTION
      6.07    Limitation
      Upon Liability of the Credit Risk Manager

    SECTION
      6.08    Removal
      of
      the Credit Risk Manager

     

    ARTICLE
      VII

     

    DEFAULT

     

    SECTION
      7.01    Servicer
      Events of Default

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

    SECTION
      7.03    Notification
      to Certificateholders

    SECTION
      7.04    Waiver
      of
      Servicer Events of Default

     

    ARTICLE
      VIII

     

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    SECTION
      8.01    Duties
      of
      Trustee and Trust Administrator

    SECTION
      8.02    Certain
      Matters Affecting the Trustee and the Trust Administrator

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

    SECTION
      8.04    Trustee
      and
      Trust Administrator May Own Certificates

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

    SECTION
      8.06    Eligibility
      Requirements for Trustee and Trust Administrator

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

    SECTION
      8.08    Successor
      Trustee or Trust Administrator

    SECTION
      8.09    Merger
      or
      Consolidation of Trustee or Trust Administrator

    SECTION
      8.10    Appointment
      of Co-Trustee or Separate Trustee

    SECTION
      8.11    [Reserved]

    SECTION
      8.12    Appointment
      of Office or Agency

    SECTION
      8.13    Representations
      and Warranties

    SECTION
      8.14    [Reserved]

    SECTION
      8.15    No
      Trustee or
      Trust Administrator Liability for Actions or Inactions of Custodian

     

    ARTICLE
      IX

     

    TERMINATION

     

    SECTION
      9.01    Termination
      Upon Repurchase or Liquidation of the Mortgage Loans

    SECTION
      9.02    Additional
      Termination Requirements

     

    ARTICLE
      X

     

    REMIC
      PROVISIONS

     

    SECTION
      10.01    REMIC
      Administration

    SECTION
      10.02    Prohibited
      Transactions and Activities

    SECTION
      10.03    Servicer,
      Trustee and Trust Administrator Indemnification

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      11.01    Amendment

    SECTION
      11.02    Recordation
      of Agreement; Counterparts

    SECTION
      11.03    Limitation
      on Rights of Certificateholders

    SECTION
      11.04    Governing
      Law

    SECTION
      11.05    Notices

    SECTION
      11.06    Severability
      of Provisions

    SECTION
      11.07    Notice
      to
      Rating Agencies

    SECTION
      11.08    Article
      and Section References

    SECTION
      11.09    Grant
      of
      Security Interest

    SECTION
      11.10    Third
      Party
      Rights

    SECTION
      11.11    Intention
      of the Parties and Interpretation

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibits

     

    
      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A-1 Certificate

              
	
                Exhibit
                  A-2 

              	
                Form
                  of Class A-2 Certificate

              
	
                Exhibit
                  A-3 

              	
                Form
                  of Class A-3 Certificate

              
	
                Exhibit
                  A-4 

              	
                Form
                  of Class A-3 Certificate

              
	
                Exhibit
                  A-5 

              	
                Form
                  of Class M-1 Certificate

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-2 Certificate

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-3 Certificate

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class M-4 Certificate

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class M-5 Certificate

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class M-6 Certificate

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class M-7 Certificate

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class M-8 Certificate

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class M-9 Certificate

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class M-10 Certificate

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class M-11 Certificate

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class CE Certificate

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-18

              	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  A-19

              	
                Form
                  of Class R-X Certificate

              
	
                Exhibit
                  B

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

              
	
                Exhibit
                  C

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  D

              	
                Form
                  of Assignment Agreement

              
	
                Exhibit
                  E

              	
                Request
                  for Release

              
	
                Exhibit
                  F-1

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

              
	
                Exhibit
                  F-2

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

              
	
                Exhibit
                  G

              	
                Form
                  of Certification with respect to ERISA and the Code

              
	
                Exhibit
                  H-1

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

              
	
                Exhibit
                  H-2

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

              
	
                Exhibit
                  H-3

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

              
	
                Exhibit
                  I

              	
                Form
                  of Interest Rate Cap Agreement

              
	
                Exhibit
                  J

              	
                Form
                  of Cap Administration Agreement

              
	
                Exhibit
                  K

              	
                Form
                  of Interest Rate Swap Agreement

              
	 	 
	
                Schedule
                  1

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  2

              	
                Prepayment
                  Charge Schedule

              


      

    

     

    


     


    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    This
      Pooling and Servicing Agreement, is dated and effective as of November 1, 2006,
      among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, WELLS FARGO BANK, N.A.,
      as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL
      ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      I

    


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

     

    

      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                I

              	 	
                (2)

              	 	
                $

              	
                600,543,306.35

              	 	
                November
                  25, 2036

              
	
                I-1-A

              	 	
                (2)

              	 	
                $

              	
                10,035,295.00

              	 	
                November
                  25, 2036

              
	
                I-1-B

              	 	
                (2)

              	 	
                $

              	
                10,035,295.00

              	 	
                November
                  25, 2036

              
	
                I-2-A

              	 	
                (2)

              	 	
                $

              	
                9,282,741.25

              	 	
                November
                  25, 2036

              
	
                I-2-B

              	 	
                (2)

              	 	
                $

              	
                9,282,741.25

              	 	
                November
                  25, 2036

              
	
                I-3-A

              	 	
                (2)

              	 	
                $

              	
                8,460,313.75

              	 	
                November
                  25, 2036

              
	
                I-3-B

              	 	
                (2)

              	 	
                $

              	
                8,460,313.75

              	 	
                November
                  25, 2036

              
	
                I-4-A

              	 	
                (2)

              	 	
                $

              	
                7,593,616.25

              	 	
                November
                  25, 2036

              
	
                I-4-B

              	 	
                (2)

              	 	
                $

              	
                7,593,616.25

              	 	
                November
                  25, 2036

              
	
                I-5-A

              	 	
                (2)

              	 	
                $

              	
                4,771,966.25

              	 	
                November
                  25, 2036

              
	
                I-5-B

              	 	
                (2)

              	 	
                $

              	
                4,771,966.25

              	 	
                November
                  25, 2036

              
	
                I-6-A

              	 	
                (2)

              	 	
                $

              	
                4,551,576.25

              	 	
                November
                  25, 2036

              
	
                I-6-B

              	 	
                (2)

              	 	
                $

              	
                4,551,576.25

              	 	
                November
                  25, 2036

              
	
                I-7-A

              	 	
                (2)

              	 	
                $

              	
                3,410,335.00

              	 	
                November
                  25, 2036

              
	
                I-7-B

              	 	
                (2)

              	 	
                $

              	
                3,410,335.00

              	 	
                November
                  25, 2036

              
	
                I-8-A

              	 	
                (2)

              	 	
                $

              	
                3,283,713.75

              	 	
                November
                  25, 2036

              
	
                I-8-B

              	 	
                (2)

              	 	
                $

              	
                3,283,713.75

              	 	
                November
                  25, 2036

              
	
                I-9-A

              	 	
                (2)

              	 	
                $

              	
                3,145,505.00

              	 	
                November
                  25, 2036

              
	
                I-9-B

              	 	
                (2)

              	 	
                $

              	
                3,145,505.00

              	 	
                November
                  25, 2036

              
	
                I-10-A

              	 	
                (2)

              	 	
                $

              	
                3,010,186.25

              	 	
                November
                  25, 2036

              
	
                I-10-B

              	 	
                (2)

              	 	
                $

              	
                3,010,186.25

              	 	
                November
                  25, 2036

              
	
                I-11-A

              	 	
                (2)

              	 	
                $

              	
                2,877,297.50

              	 	
                November
                  25, 2036

              
	
                I-11-B

              	 	
                (2)

              	 	
                $

              	
                2,877,297.50

              	 	
                November
                  25, 2036

              
	
                I-12-A

              	 	
                (2)

              	 	
                $

              	
                2,720,905.00

              	 	
                November
                  25, 2036

              
	
                I-12-B

              	 	
                (2)

              	 	
                $

              	
                2,720,905.00

              	 	
                November
                  25, 2036

              
	
                I-13-A

              	 	
                (2)

              	 	
                $

              	
                2,612,301.25

              	 	
                November
                  25, 2036

              
	
                I-13-B

              	 	
                (2)

              	 	
                $

              	
                2,612,301.25

              	 	
                November
                  25, 2036

              
	
                I-14-A

              	 	
                (2)

              	 	
                $

              	
                2,507,976.25

              	 	
                November
                  25, 2036

              
	
                I-14-B

              	 	
                (2)

              	 	
                $

              	
                2,507,976.25

              	 	
                November
                  25, 2036

              
	
                I-15-A

              	 	
                (2)

              	 	
                $

              	
                2,407,948.75

              	 	
                November
                  25, 2036

              
	
                I-15-B

              	 	
                (2)

              	 	
                $

              	
                2,407,948.75

              	 	
                November
                  25, 2036

              
	
                I-16-A

              	 	
                (2)

              	 	
                $

              	
                2,311,940.00

              	 	
                November
                  25, 2036

              
	
                I-16-B

              	 	
                (2)

              	 	
                $

              	
                2,311,940.00

              	 	
                November
                  25, 2036

              
	
                I-17-A

              	 	
                (2)

              	 	
                $

              	
                2,219,782.50

              	 	
                November
                  25, 2036

              
	
                I-17-B

              	 	
                (2)

              	 	
                $

              	
                2,219,782.50

              	 	
                November
                  25, 2036

              
	
                I-18-A

              	 	
                (2)

              	 	
                $

              	
                2,131,320.00

              	 	
                November
                  25, 2036

              
	
                I-18-B

              	 	
                (2)

              	 	
                $

              	
                2,131,320.00

              	 	
                November
                  25, 2036

              
	
                I-19-A

              	 	
                (2)

              	 	
                $

              	
                2,046,398.75

              	 	
                November
                  25, 2036

              
	
                I-19-B

              	 	
                (2)

              	 	
                $

              	
                2,046,398.75

              	 	
                November
                  25, 2036

              
	
                I-20-A

              	 	
                (2)

              	 	
                $

              	
                1,964,790.00

              	 	
                November
                  25, 2036

              
	
                I-20-B

              	 	
                (2)

              	 	
                $

              	
                1,964,790.00

              	 	
                November
                  25, 2036

              
	
                I-21-A

              	 	
                (2)

              	 	
                $

              	
                1,886,570.00

              	 	
                November
                  25, 2036

              
	
                I-21-B

              	 	
                (2)

              	 	
                $

              	
                1,886,570.00

              	 	
                November
                  25, 2036

              
	
                I-22-A

              	 	
                (2)

              	 	
                $

              	
                1,811,487.50

              	 	
                November
                  25, 2036

              
	
                I-22-B

              	 	
                (2)

              	 	
                $

              	
                1,811,487.50

              	 	
                November
                  25, 2036

              
	
                I-23-A

              	 	
                (2)

              	 	
                $

              	
                1,739,413.75

              	 	
                November
                  25, 2036

              
	
                I-23-B

              	 	
                (2)

              	 	
                $

              	
                1,739,413.75

              	 	
                November
                  25, 2036

              
	
                I-24-A

              	 	
                (2)

              	 	
                $

              	
                1,670,223.75

              	 	
                November
                  25, 2036

              
	
                I-24-B

              	 	
                (2)

              	 	
                $

              	
                1,670,223.75

              	 	
                November
                  25, 2036

              
	
                I-25-A

              	 	
                (2)

              	 	
                $

              	
                1,603,802.50

              	 	
                November
                  25, 2036

              
	
                I-25-B

              	 	
                (2)

              	 	
                $

              	
                1,603,802.50

              	 	
                November
                  25, 2036

              
	
                I-26-A

              	 	
                (2)

              	 	
                $

              	
                39,021,318.75

              	 	
                November
                  25, 2036

              
	
                I-26-B

              	 	
                (2)

              	 	
                $

              	
                39,021,318.75

              	 	
                November
                  25, 2036

              
	
                P

              	 	
                (2)

              	 	
                $

              	
                100.00

              	 	
                November
                  25, 2036

              


      

       

    

    _______________

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

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

    


    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC I Regular Interests as a REMIC for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC II.” The Class R-II Interest will evidence the sole class of “residual
      interests” in REMIC II for purposes of the REMIC Provisions under federal income
      tax law. The following table irrevocably sets forth the designation, the
      Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
      for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC II Regular Interests (as
      defined below). None of the REMIC II Regular Interests will be
      certificated.

     

    

      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                LTAA

              	 	
                (2)

              	 	
                $

              	
                841,526,741.22

              	 	
                November
                  25, 2036

              
	
                LTA1

              	 	
                (2)

              	 	
                $

              	
                3,506,990.00

              	 	
                November
                  25, 2036

              
	
                LTA2

              	 	
                (2)

              	 	
                $

              	
                1,523,590.00

              	 	
                November
                  25, 2036

              
	
                LTA3

              	 	
                (2)

              	 	
                $

              	
                955,180.00

              	 	
                November
                  25, 2036

              
	
                LTA4

              	 	
                (2)

              	 	
                $

              	
                724,990.00

              	 	
                November
                  25, 2036

              
	
                LTM1

              	 	
                (2)

              	 	
                $

              	
                356,360.00

              	 	
                November
                  25, 2036

              
	
                LTM2

              	 	
                (2)

              	 	
                $

              	
                395,000.00

              	 	
                November
                  25, 2036

              
	
                LTM3

              	 	
                (2)

              	 	
                $

              	
                154,570.00

              	 	
                November
                  25, 2036

              
	
                LTM4

              	 	
                (2)

              	 	
                $

              	
                141,680.00

              	 	
                November
                  25, 2036

              
	
                LTM5

              	 	
                (2)

              	 	
                $

              	
                137,390.00

              	 	
                November
                  25, 2036

              
	
                LTM6

              	 	
                (2)

              	 	
                $

              	
                85,870.00

              	 	
                November
                  25, 2036

              
	
                LTM7

              	 	
                (2)

              	 	
                $

              	
                98,750.00

              	 	
                November
                  25, 2036

              
	
                LTM8

              	 	
                (2)

              	 	
                $

              	
                77,280.00

              	 	
                November
                  25, 2036

              
	
                LTM9

              	 	
                (2)

              	 	
                $

              	
                90,160.00

              	 	
                November
                  25, 2036

              
	
                LTM10

              	 	
                (2)

              	 	
                $

              	
                120,220.00

              	 	
                November
                  25, 2036

              
	
                LTM11

              	 	
                (2)

              	 	
                $

              	
                85,870.00

              	 	
                November
                  25, 2036

              
	
                LTZZ

              	 	
                (2)

              	 	
                $

              	
                8,720,115.13

              	 	
                November
                  25, 2036

              
	
                LTP

              	 	
                (4)

              	 	
                $

              	
                100.00

              	 	
                November
                  25, 2036

              


      

    

    _______________

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

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

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

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      III

    


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

     

    

      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate Certificate Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  A-1

              	 	
                Variable(2)

              	 	
                $

              	
                350,699,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  A-2

              	 	
                Variable(2)

              	 	
                $

              	
                152,359,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  A-3

              	 	
                Variable(2)

              	 	
                $

              	
                95,518,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  A-4

              	 	
                Variable(2)

              	 	
                $

              	
                72,499,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-1

              	 	
                Variable(2)

              	 	
                $

              	
                35,636,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-2

              	 	
                Variable(2)

              	 	
                $

              	
                39,500,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-3

              	 	
                Variable(2)

              	 	
                $

              	
                15,457,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-4

              	 	
                Variable(2)

              	 	
                $

              	
                14,168,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-5

              	 	
                Variable(2)

              	 	
                $

              	
                13,739,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-6

              	 	
                Variable(2)

              	 	
                $

              	
                8,587,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-7

              	 	
                Variable(2)

              	 	
                $

              	
                9,875,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-8

              	 	
                Variable(2)

              	 	
                $

              	
                7,728,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-9

              	 	
                Variable(2)

              	 	
                $

              	
                9,016,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-10

              	 	
                Variable(2)

              	 	
                $

              	
                12,022,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  M-11

              	 	
                Variable(2)

              	 	
                $

              	
                8,587,000.00

              	 	
                November
                  25, 2036

              
	
                Class
                  CE Interest

              	 	
                Variable(3)

              	 	
                $

              	
                13,310,756.35

              	 	
                November
                  25, 2036

              
	
                Class
                  P Interest

              	 	
                (4)

              	 	
                $

              	
                100.00

              	 	
                November
                  25, 2036

              


      

    

    _______________

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

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

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

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

    (5) The
      Class
      IO Interest will not have a Pass-Through Rate or a Certificate Principal
      Balance, but will be entitled to 100% of the amounts distributed on REMIC II
      Regular Interest LTIO.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      IV

    


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

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                CE Certificates

            	
              Variable(2)

            	
              $13,310,756.35

            	
              November
                25, 2036

            


    

    _______________

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

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      V

    


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

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                P Certificates

            	
              Variable(2)

            	
              $100.00

            	
              November
                25, 2036

            


    

    _______________

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

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      VI

    


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

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              SWAP
                IO

            	
              Variable(2)

            	
              N/A

            	
              November
                25, 2036

            


    

    _______________

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

    (2) REMIC
      VI
      Regular Interest SWAP IO will receive 100% of amounts received in respect of
      the
      Class IO Interest.

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
      equal
      to $858,700,856.35.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      I  

     

    DEFINITIONS

     

    
      	SECTION
              1.01  	
              Defined
                Terms.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Book-Entry
      Certificate”: Any Certificate registered in the name of the Depository or its
      nominee. Initially, the Book-Entry Certificates will be the Floating Rate
      Certificates.

     

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

     

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

     

    “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 between the Sponsor
      and the Cap Trustee in the form attached hereto as Exhibit J.

     

    “Cap
      Administrator”: Citibank, N.A.

     

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

     

    “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 2006-WFHE4, Asset-Backed
      Pass-Through Certificates, Series 2006-WFHE4, issued under this
      Agreement.

     

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

     

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

     

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

     

    
      	
              Class

            	 	
              REMIC
                I Regular Interest

            	 	
              Certificate
                Margin

            
	 	 	 	 	
              (1)

            	 	
              (2)

            
	
              A-1

            	 	
              LTA1

            	 	
              0.050%

            	 	
              0.100%

            
	
              A-2

            	 	
              LTA2

            	 	
              0.100%

            	 	
              0.200%

            
	
              A-3

            	 	
              LTA3

            	 	
              0.150%

            	 	
              0.300%

            
	
              A-4

            	 	
              LTA4

            	 	
              0.220%

            	 	
              0.440%

            
	
              M-1

            	 	
              LTM1

            	 	
              0.280%

            	 	
              0.420%

            
	
              M-2

            	 	
              LTM1

            	 	
              0.290%

            	 	
              0.435%

            
	
              M-3

            	 	
              LTM3

            	 	
              0.320%

            	 	
              0.480%

            
	
              M-4

            	 	
              LTM4

            	 	
              0.380%

            	 	
              0.570%

            
	
              M-5

            	 	
              LTM5

            	 	
              0.400%

            	 	
              0.600%

            
	
              M-6

            	 	
              LTM6

            	 	
              0.460%

            	 	
              0.690%

            
	
              M-7

            	 	
              LTM7

            	 	
              0.700%

            	 	
              1.050%

            
	
              M-8

            	 	
              LTM8

            	 	
              0.850%

            	 	
              1.275%

            
	
              M-9

            	 	
              LTM9

            	 	
              1.750%

            	 	
              2.625%

            
	
              M-10

            	 	
              LTM10

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-11

            	 	
              LTM11

            	 	
              2.500%

            	 	
              3.750%

            


    

    __________

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

    (2) For
      each
      other Interest Accrual Period.

     

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

     

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

     

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

     

    “Citibank”:
      Citibank, N.A. 

     

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

     

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

     

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

     

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

     

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

     

    “Class
      A
      Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
      Certificates, the Class A-3 Certificates and the Class A-4
      Certificates.

     

    “Class
      CE
      Certificate”: Any one of the Class CE Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-16 and evidencing (i) a Regular Interest in REMIC IV for purposes
      of the REMIC Provisions, (ii) the obligation to pay Net WAC Rate Carryover
      Amounts and Swap Termination Payments and (iii) the right to receive the Class
      IO Distribution Amount.

     

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

     

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

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date) and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
      of (A) the product of (i) approximately 64.60% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date) and (iii) the Certificate Principal Balance of the Class
      M-2
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 73.80% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

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

     

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

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 80.70% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date) and (vi) the Certificate Principal Balance of the Class
      M-5
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 83.90% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distributions of the Senior Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date) and (vii) the Certificate Principal Balance of the Class
      M-6
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 85.90% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date) and (viii) the Certificate Principal Balance of the Class
      M-7
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 88.20% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

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

     

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

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-8 Principal Distribution Amount on
      such
      Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 92.10% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-8 Principal Distribution Amount on
      such
      Distribution Date), (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-9 Principal Distribution Amount on
      such
      Distribution Date) and (xi) the Certificate Principal Balance of the Class
      M-10
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 94.90% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates immediately prior to such Distribution Date (after taking
      into account the distribution of the Senior Principal Distribution Amount on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-5 Principal Distribution Amount on
      such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-7 Principal Distribution Amount on
      such
      Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-8 Principal Distribution Amount on
      such
      Distribution Date), (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-9 Principal Distribution Amount on
      such
      Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-10 Principal Distribution Amount on
      such
      Distribution Date) and (xii) the Certificate Principal Balance of the Class
      M-11
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 96.90% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the excess, if any, of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Closing
      Date”: November 30, 2006.

     

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

     

    “Collection
      Account”: The account or accounts created and maintained by the Servicer
      pursuant to Section 3.10(a), which shall be entitled “Wells Fargo Bank, N.A., as
      servicer for U.S. Bank National Association, as Trustee, in trust for the
      registered holders of Citigroup Mortgage Loan Trust 2006-WFHE4, Asset-Backed
      Pass-Through Certificates, Series 2006-WFHE4,” and which must be an Eligible
      Account. 

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

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

     

    
      	
              REMIC
                II Regular Interest

            	 	
              Class

            
	
              LTA1

            	 	
              Class
                A-1

            
	
              LTA2

            	 	
              Class
                A-2

            
	
              LTA3

            	 	
              Class
                A-3

            
	
              LTA4

            	 	
              Class
                A-3

            
	
              LTM1

            	 	
              Class
                M-1

            
	
              LTM2

            	 	
              Class
                M-2

            
	
              LTM3

            	 	
              Class
                M-3

            
	
              LTM4

            	 	
              Class
                M-4

            
	
              LTM5

            	 	
              Class
                M-5

            
	
              LTM6

            	 	
              Class
                M-6

            
	
              LTM7

            	 	
              Class
                M-7

            
	
              LTM8

            	 	
              Class
                M-8

            
	
              LTM9

            	 	
              Class
                M-9

            
	
              LTM10

            	 	
              Class
                M-10

            
	
              LTM11

            	 	
              Class
                M-11

            
	
              LTP

            	 	
              Class
                P

            


    

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the Trust
      Administrator at which at any particular time its corporate trust business
      in
      connection with this Agreement shall be administered, which office, with respect
      to the Trust Administrator, at the date of the execution of this instrument
      is
      located at 388 Greenwich, 14th
      Floor,
      New York New York 10013, or such other address as the Trust Administrator may
      designate from time to time by notice to the Certificateholders, the Depositor,
      the Servicer and the Trustee and, with respect to the Trustee, at the date
      of
      the execution of this instrument is located at One Federal Street, Boston,
      Massachusetts 02110, Attention: Structured Finance/CMLTI 2006-WFHE4, or such
      other address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Servicer and the Trust
      Administrator.

     

    “Covered
      Mortgage Loan”: Each Mortgage Loan covered by the PMI Policy.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Cut-off
      Date”: With respect to each Original Mortgage Loan, 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 Stated Principal Balance of the Mortgage Loan, which
      valuation results from a proceeding initiated under the Bankruptcy
      Code.

     

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

     

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

     

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

     

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

     

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

     

    “Depository
      Institution”: Any depository institution or trust company, including the Trustee
      and the Trust Administrator, that (a) is incorporated under the laws of the
      United States of America or any State thereof, (b) is subject to supervision
      and
      examination by federal or state banking authorities and (c) has, or is a
      subsidiary of a holding company that has, an outstanding unsecured commercial
      paper or other short-term unsecured debt obligations that are rated in the
      highest rating category (P-1 by Moody’s, R-1 by DBRS and A-1 by S&P) by the
      Rating Agencies (or a comparable rating if S&P, Moody’s and DBRS are not the
      Rating Agencies).

     

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

     

    “Determination
      Date”: With respect to each Distribution Date, the 15th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      15th
      day is
      not a Business Day, the Business Day immediately preceding such 15th
      day.

     

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

     

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

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Trust
      Administrator pursuant to Section 3.10(b) which shall be entitled “Citibank,
      N.A., as Trust Administrator for U.S. Bank National Association as Trustee,
      in
      trust for the registered holders of Citigroup Mortgage Loan Trust 2006-WFHE4,
      Asset-Backed Pass-Through Certificates, Series 2006-WFHE4.” The Distribution
      Account must be an Eligible Account.

     

    “Distribution
      Date”: The 25th
      day of
      any month, or if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day,
      commencing in 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.

     

    “DBRS”:
      Dominion Bond Rating Service.

     

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

     

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

     

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

     

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

     

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

     

    “Estimated
      Swap Termination Payment”: As defined in the Interest Rate Swap
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Fixed
      Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
      the related amount set forth in the Interest Rate Swap Agreement.

     

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

     

    “Floating
      Swap Payment”: With respect to any Distribution Date, a floating amount equal to
      the product of (i) Swap LIBOR, (ii) the related Swap Notional Amount (as defined
      in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the
      numerator of which is the actual number of days elapsed from and including
      the
      previous Floating Rate Payer Payment Date (as defined in the Interest Rate
      Swap
      Agreement) to but excluding the current Floating Rate Payer Payment (or, for
      the
      first Floating Rate Payer Payment Date, the actual number of days elapsed from
      the Closing Date to but excluding the first Floating Rate Payer Payment Date),
      and the denominator of which is 360.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Interest
      Determination Date”: With respect to the Floating Rate Certificates and for
      purposes of the definition of Marker Rate and Maximum LTZZ Uncertificated
      Interest Deferral Amount, REMIC II Regular Interest LTA1, REMIC II Regular
      Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4,
      REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular
      Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5,
      REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular
      Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10
      and REMIC II Regular Interest LTM11, and any Interest Accrual Period therefor,
      the second London Business Day preceding the commencement of such Interest
      Accrual Period.

     

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

     

    


     

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

     

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

     

    “Interest
      Rate Swap Agreement”: The interest rate swap agreement, dated as of November 30,
      2006, between the Swap Provider and Supplemental Interest Trust Trustee,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit K.


     

    “Interest
      Remittance Amount”: For any Distribution Date, that portion of the Available
      Distribution Amount for the related Distribution Date that represents interest
      received or advanced on the Mortgage Loans and Compensating Interest Payments
      on
      the Mortgage Loans (net of Servicing Fees, Credit Risk Manager Fees, PMI Insurer
      Fees and Net Swap Payments and Swap Termination Payments (other than any Swap
      Termination Payment owed to the Swap Provider resulting from a Swap Provider
      Trigger Event) owed to the Swap Provider).

     

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

     

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

     

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

     

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

     

    “Marker
      Rate”: With respect to the Class CE Certificates and any Distribution Date, a
      per annum rate equal to two (2) times the weighted average of the REMIC II
      Remittance Rate for REMIC
      II
      Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
      LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC
      II
      Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
      LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
      II
      Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
      LTM9,
      REMIC
      II Regular Interest LTM10, REMIC II Regular Interest LTM11 and REMIC II Regular
      Interest LTZZ, with the rate on each such REMIC II Regular Interest (other
      than
      REMIC II Regular Interest LTZZ) subject to a cap equal to the lesser of (i)
      One-Month LIBOR plus the related Certificate Margin for the related
      Corresponding Certificate and (ii) the Net WAC Pass-Through Rate for the related
      Corresponding Certificate for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC II Regular Interest LTZZ subject
      to
      a cap of zero for the purpose of this calculation; provided, however, each
      such
      cap shall be multiplied by a fraction, the numerator of which is the actual
      number of days elapsed in the related Interest Accrual Period and the
      denominator of which is 30.

     

    “Master
      Agreement”: The Amended and Restated Master Mortgage Loan Purchase Agreement
      between Wells Fargo Bank, N.A., as seller and the Sponsor, as
      purchaser.

     

    “Maximum
      Cap Rate”: For any Distribution Date, a per annum rate equal to the product of
      (x) the sum of (i) the weighted average of the Expense Adjusted Maximum Mortgage
      Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated
      Principal Balances of the Mortgage Loans as of the first 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) minus
      the Swap Expense Fee Rate for such Distribution Date plus (ii) an amount,
      expressed as a per annum rate, equal to the product of 12 and a fraction, the
      numerator of which is any payment made by the Interest Rate Cap Provider for
      such Distribution Date and the denominator of which is the outstanding Stated
      Principal Balances of the Mortgage Loans as of the first 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)
      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
      LTZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
      Date, the excess of (i) accrued interest at the REMIC II Remittance Rate
      applicable to REMIC II Regular Interest LTZZ for such Distribution Date on
      a
      balance equal to the Uncertificated Balance of REMIC II Regular Interest LTZZ
      minus the REMIC II Overcollateralized Amount, in each case for such Distribution
      Date, over (ii) Uncertificated Interest on REMIC II Regular Interest LTA1,
      REMIC
      II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
      Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
      REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
      Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
      REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
      Interest LTM10 and REMIC II Regular Interest LTM11 for such Distribution Date,
      with the rate on each such REMIC II Regular Interest subject to a cap equal
      to
      the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
      related Corresponding Certificate and (ii) the Net WAC Pass-Through Rate for
      the
      related Corresponding Certificate; provided, however, each cap shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      elapsed in the related Interest Accrual Period and the denominator of which
      is
      30.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv)  the
      original months to maturity;

     

    (v)  the
      original date of the mortgage;

     

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

     

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

     

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

     

    (ix)  the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xvii)  the
      Value
      of the Mortgaged Property;

     

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

     

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

     

    (xx)  the
      Servicing Fee Rate;

     

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

     

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

     

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

     

    (xxiv)  whether
      the Mortgage Loan is covered under the PMI Policy.

     

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

     

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

     

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

     

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

     

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

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

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

     

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

     

    “Net
      WAC
      Pass-Through Rate”: 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 Mortgage Loans, weighted on the basis of the outstanding Stated Principal
      Balances of the Mortgage Loans as
      of the
      first 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
      Prepayment Period including such first day of the related Due Period)
minus
      the
      Swap Expense Fee Rate for such 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 expressed as the weighted
      average of the REMIC II Remittance Rate on the REMIC II Regular Interests,
      weighted on the basis of the Uncertificated Balance of each such REMIC II
      Regular Interest.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “One-Month
      LIBOR”: With respect to the Floating Rate Certificates and for purposes of the
      Marker Rate and Maximum LTZZ Uncertificated Interest Deferral Amount, REMIC
      II
      Remittance Rate for REMIC
      II
      Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
      LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC
      II
      Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
      LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
      II
      Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
      LTM9,
      REMIC
      II Regular Interest LTM10 and REMIC II Regular Interest LTM11, and any Interest
      Accrual Period therefor, the rate determined by the Trust Administrator on
      the
      related Interest Determination Date on the basis of the offered rate for
      one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750,
      Bloomberg Page BBAM or another page of these or any other financial reporting
      service in general use in the financial services industry, as of 11:00 a.m.
      (London time) on such Interest Determination Date; provided that if such rate
      does not appear on Telerate Page 3750, the rate for such date will be determined
      on the basis of the offered rates of the Reference Banks for one-month U.S.
      dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
      Date. In such event, the Trust Administrator will request the principal London
      office of each of the Reference Banks to provide a quotation of its rate. If
      on
      such Interest Determination Date, two or more Reference Banks provide such
      offered quotations, One-Month LIBOR for the related Interest Accrual Period
      shall be the arithmetic mean of such offered quotations (rounded upwards if
      necessary to the nearest whole multiple of 1/16%). If on such Interest
      Determination Date, fewer than two Reference Banks provide such offered
      quotations, One-Month LIBOR for the related Interest Accrual Period shall be
      the
      higher of (i) LIBOR as determined on the previous Interest Determination Date
      and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under
      the
      priorities described above, LIBOR for an Interest Determination Date would
      be
      based on LIBOR for the previous Interest Determination Date for the third
      consecutive Interest Determination Date, the Trust Administrator, after
      consultation with the Depositor, shall select an alternative comparable index
      (over which the Trust Administrator has no control), used for determining
      one-month Eurodollar lending rates that is calculated and published (or
      otherwise made available) by an independent party.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Overcollateralization
      Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
      Date, an amount equal to 1.55% of the aggregate outstanding Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
      Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
      3.10% of the then current aggregate outstanding Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period and (y) 0.50% of
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date,
      or (iii) on or after the Stepdown Date and if a Trigger Event is in effect,
      the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date. Notwithstanding the foregoing, on and after any Distribution Date
      following the reduction of the aggregate Certificate Principal Balance of the
      Floating Rate Certificates to zero, the Overcollateralization Target Amount
      shall be zero.

     

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

     

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

     

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

     

    With
      respect to the Class CE Interest and any Distribution Date, a per annum rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC II Regular Interest LTP and (ii)
      interest on the Uncertificated Principal Balance of each REMIC II Regular
      Interest listed in clause (y) below at a rate equal to the related REMIC II
      Remittance Rate minus the Marker Rate and the denominator of which is (y) the
      aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, REMIC II
      Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
      LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC
      II
      Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
      LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
      II
      Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
      LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTM11 and
      REMIC
      II Regular Interest LTZZ. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “PMI
      Insurer”: United Guaranty Mortgage Indemnity Company, a North Carolina insurance
      company, or its successor in interest.

     

    “PMI
      Insurer Fee”: The premium payable to the PMI Insurer on each Distribution Date
      pursuant to Section 3.27, which amount shall equal one twelfth of the product
      of
      (i) the PMI Insurer Fee Rate (without regard to the words “per annum”),
      multiplied by (ii) the aggregate Stated Principal Balance of the Covered
      Mortgage Loans and any related REO Properties as of the first day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the Due Period relating to the previous Distribution Date, to the extent
      received or advanced) plus any applicable premium taxes on Covered Mortgage
      Loans located in West Virginia and Kentucky.

     

    “PMI
      Insurer Fee Rate”: With respect to any Distribution Date and any Covered
      Mortgage Loan covered by the PMI Policy, 2.43% per annum.

     

    “PMI
      Policy”: The primary mortgage insurance policy (policy reference number: Bulk
      72) with respect to the Covered Mortgage Loans, including all endorsements
      thereto dated the Closing Date, issued by the PMI Insurer.

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv)  the
      term
      of the related Prepayment Charge;

     

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

     

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

     

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

     

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

     

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

     

    “Principal
      Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
      principal portion of each Monthly Payment due on the Mortgage Loans during
      the
      related Due Period, whether or not received on or prior to the related
      Determination Date; (ii) the Stated Principal Balance of any 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
      (including proceeds from the PMI Policy), 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 and any Net Swap Payment or Swap
      Termination Payment (other than any Swap Termination Payment owed to the Swap
      Provider resulting from a Swap Provider Trigger Event) owed to the Swap Provider
      to the extent not paid from the Interest Remittance Amount. In no event will
      the
      Principal Distribution Amount with respect to any Distribution Date be (x)
      less
      than zero or (y) greater than the then outstanding aggregate Certificate
      Principal Balance of the Floating Rate Certificates.

     

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

     

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

     

    “Prospectus
      Supplement”: The Prospectus Supplement, dated October 27, 2006, relating to the
      public offering of the Floating Rate Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “REMIC
      I
      Regular Interests”: REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A through REMIC I Regular Interest I-26-B as designated in the Preliminary
      Statement hereto.

     

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

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
      equal to the weighted average of the Expense Adjusted Mortgage Rate of the
      Mortgage Loans. With respect to each REMIC I Regular Interest ending with the
      designation “A”, a per annum rate equal to the weighted average of the Expense
      Adjusted Mortgage Rate of the Mortgage Loans multiplied by 2, subject to a
      maximum rate of 10.900%. With respect to each REMIC I Regular Interest ending
      with the designation “B”, the greater of (x) a per annum rate equal to the
      excess, if any, of (i) 2 multiplied by the weighted average of the Expense
      Adjusted Mortgage Rate of the Mortgage Loans over (ii) 10.900% and (y) 0.00%.
      

     

    “REMIC
      II”: The segregated pool of assets consisting of all of the REMIC I Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC II
      Regular Interests pursuant to Section 2.07, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

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

     

    “REMIC
      II
      Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
      of the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
      than REMIC II Regular Interest LTP) minus (ii) the aggregate Uncertificated
      Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
      REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA3, REMIC II
      Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest
      LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC
      II
      Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest
      LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC
      II Regular Interest LTM11, in each case as of such date of
      determination.

     

    “REMIC
      II
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
      of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
      REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA3, REMIC II
      Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest
      LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC
      II
      Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest
      LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10, REMIC
      II
      Regular Interest LTM11 and the denominator of which is the aggregate
      Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II Regular
      Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest
      LTA3,
      REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular
      Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5,
      REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular
      Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10,
      REMIC II Regular Interest LTM11 and REMIC II Regular Interest LTZZ.

     

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

     

    “REMIC
      II
      Remittance Rate”: With respect to REMIC II Regular Interest LTAA, REMIC II
      Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC II Regular
      Interest LTA2B, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTM1,
      REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
      Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
      REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
      Interest LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTM11,
      REMIC II Regular Interest LTZZ, REMIC II Regular Interest LTP, a per annum
      rate
      (but not less than zero) equal to the weighted average of: (x) with respect
      to
      REMIC I Regular Interest I, the REMIC I Remittance Rate for such REMIC I Regular
      Interest for each such Distribution Date, (y) with respect to each REMIC I
      Regular Interest ending with the designation “B”, the weighted average of the
      REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the
      basis of the Uncertificated Balances of such REMIC I Regular Interests for
      each
      such Distribution Date and (z) with respect to REMIC I Regular Interests ending
      with the designation “A”, for each Distribution Date listed below, the weighted
      average of the rates listed below for each such REMIC I Regular Interest listed
      below, weighted on the basis of the Uncertificated Balances of each such REMIC
      I
      Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through

            	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	
              24th

            	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                I Remittance Rate

            
	
              25

            	 	
              I-1-A
                through I-26-A

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

            
	
              26

            	 	
              I-2-A
                through I-26-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	
              27

            	 	
              I-3-A
                through I-26-A

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

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                I Remittance Rate

            
	
              28

            	 	
              I-4-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                I Remittance Rate

            
	
              29

            	 	
              I-5-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                I Remittance Rate

            
	
              30th
                through 33rd 

            	 	
              I-6-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                I Remittance Rate

            
	
              34

            	 	
              I-7-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                I Remittance Rate

            
	
              35

            	 	
              I-8-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                I Remittance Rate

            
	
              36

            	 	
              I-9-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                I Remittance Rate

            
	
              37

            	 	
              I-10-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                I Remittance Rate

            
	
              38

            	 	
              I-11-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                I Remittance Rate

            
	
              39

            	 	
              I-12-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                I Remittance Rate

            
	
              40

            	 	
              I-13-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                I Remittance Rate

            
	
              41

            	 	
              I-14-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                I Remittance Rate

            
	
              42

            	 	
              I-15-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                I Remittance Rate

            
	
              43

            	 	
              I-16-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                I Remittance Rate

            
	
              44

            	 	
              I-17-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                I Remittance Rate

            
	
              45

            	 	
              I-18-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                I Remittance Rate

            
	
              46

            	 	
              I-19-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                I Remittance Rate

            
	
              47

            	 	
              I-20-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	
              48

            	 	
              I-21-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                I Remittance Rate

            
	
              49

            	 	
              I-22-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              50

            	 	
              I-23-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                I Remittance Rate

            
	
              51

            	 	
              I-24-A
                through I-26-A

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

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                I Remittance Rate

            
	
              52

            	 	
              I-25-A
                and I-26-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	
              53

            	 	
              I-26-A
                

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

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest LTIO, and (i) the first Distribution Date
      through the 24th
      Distribution Date, the excess of (x) the weighted average of the REMIC I
      Remittance Rates for REMIC I Regular Interests ending with the designation
“A”,
      over (y) the weighted average of the REMIC I Remittance Rates for REMIC I
      Regular Interests ending with the designation “A” and (ii) the 25th
      Distribution Date through the 53rd Distribution Date, the excess of (x) the
      weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests
      ending with the designation “A”, over (y) 2 multiplied by Swap LIBOR and (iii)
      thereafter, 0.00%.

     

    “REMIC
      II
      Required Overcollateralized Amount”: 1.00% of the Overcollateralization Target
      Amount.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Senior
      Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is the sum of the aggregate Certificate
      Principal Balance of the Mezzanine, Class CE and Class P Certificates,
      calculated after taking into account distribution of the Principal Distribution
      Amount to the Certificates then entitled to distributions of principal on such
      Distribution Date, and the denominator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period).


     

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

     

    “Senior
      Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (x) the aggregate Certificate Principal Balance of the Class A
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) approximately 56.30% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
the
      excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Servicing
      Fee Rate”: With respect to each Mortgage Loan, the rate of 0.50% per
      annum.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Stepdown
      Date”: The earlier to occur of (i) the Distribution Date immediately following
      the Distribution Date on which the aggregate Certificate Principal Balance
      of
      the Class A Certificates has been reduced to zero and (ii) the later to occur
      of
      (a) the Distribution Date occurring in 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
      Mortgage Loans but prior to any distribution of the Principal Distribution
      Amount to the Certificates then entitled to distributions of principal on such
      Distribution Date) is equal to or greater than 43.70%.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Supplmental
      Interst Trust Trustee”: Citibank, N.A.

     

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

     

    “Swap
      Expense Fee Rate”: With respect to any Distribution Date, a per annum rate equal
      to the sum of (x) the product of (i) any Net Swap Payment owed to the Swap
      Provider divided by the outstanding aggregate Stated Principal Balance of the
      Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap Termination
      Payment (other than any Swap Termination Payment resulting from a Swap Provider
      Trigger Event) payable by the Trust, divided by the outstanding Stated Principal
      Balance of the Mortgage Loans and (ii) 12. 

     

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

     

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

     

    “Swap
      Provider”: The swap provider under the Swap Agreement. Initially, the Swap
      Provider shall be Swiss Re Financial Products Corporation.

     

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

     

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

     

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

     

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

     

    “Termination
      Price”: As defined in Section 9.01.

     

    “Terminator”:
      As defined in Section 9.01.

     

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

     

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

     

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

     

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

     

    (a) the
      Delinquency Percentage exceeds 36.60% of the Senior Enhancement Percentage
      for
      the prior Distribution Date; or

     

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

     

    
      	
              Distribution
                Date Occurring In

            	 	
              Percentage

            
	
              December
                2008 through November 2009

            	 	
              1.15%

            
	
              December
                2009 through November 2010

            	 	
              2.60%

            
	
              December
                2010 through November 2011

            	 	
              4.10%

            
	
              December
                2011 through November 2012

            	 	
              5.30%

            
	
              December
                2012 and thereafter

            	 	
              5.90%

            


    

    


    “Trust”:
      Citigroup Mortgage Loan Trust 2006-WFHE4.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              1st
                through 25th 

            	 	
              I-1-A
                through I-26-A 

            
	
              26

            	 	
              I-2-A
                through I-26-A 

            
	
              27

            	 	
              I-3-A
                through I-26-A 

            
	
              28

            	 	
              I-4-A
                through I-26-A 

            
	
              29

            	 	
              I-5-A
                through I-26-A 

            
	
              30th
                -
                33rd

            	 	
              I-6-A
                through I-26-A 

            
	
              34

            	 	
              I-7-A
                through I-26-A 

            
	
              35

            	 	
              I-8-A
                through I-26-A 

            
	
              36

            	 	
              I-9-A
                through I-26-A 

            
	
              37

            	 	
              I-10-A
                through I-26-A 

            
	
              38

            	 	
              I-11-A
                through I-26-A 

            
	
              39

            	 	
              I-12-A
                through I-26-A 

            
	
              40

            	 	
              I-13-A
                through I-26-A 

            
	
              41

            	 	
              I-14-A
                through I-26-A 

            
	
              42

            	 	
              I-15-A
                through I-26-A 

            
	
              43

            	 	
              I-16-A
                through I-26-A 

            
	
              44

            	 	
              I-17-A
                through I-26-A 

            
	
              45

            	 	
              I-18-A
                through I-26-A 

            
	
              46

            	 	
              I-19-A
                through I-26-A 

            
	
              47

            	 	
              I-20-A
                through I-26-A 

            
	
              48

            	 	
              I-21-A
                through I-26-A 

            
	
              49

            	 	
              I-22-A
                through I-26-A 

            
	
              50

            	 	
              I-23-A
                through I-26-A 

            
	
              51

            	 	
              I-24-A
                through I-26-A 

            
	
              52

            	 	
              I-25-A
                and I-26-A 

            
	
              53

            	 	
              I-26-A
                

            
	
              Thereafter

            	 	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC II Regular Interest
      LTIO.

     

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

     

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

     

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

     

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

     

    
      	SECTION
              1.02  	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

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

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.23 of this Agreement or the Master Servicer
      pursuant to Section 4.18) and any Relief Act Interest Shortfalls incurred in
      respect of the Mortgage Loans shall be allocated first, to REMIC I Regular
      Interest I and to the REMIC I Regular Interests ending with the designation
“B”,
pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Regular Interests
      ending with the designation “A”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated among REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1,
      REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular
      Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
      REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
      Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
      REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
      Interest LTM10, REMIC II Regular Interest LTM11 and REMIC II Regular Interest
      LTZZ pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest.

     

    ARTICLE
      II  

     

     

    CONVEYANCE
      OF MORTGAGE LOANS;
ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	SECTION
              2.01  	
              Conveyance
                of Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.02  	
              Acceptance
                of the Trust Fund by the Trustee.

            


    

     

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

     

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

     

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

     

    The
      Trustee may, concurrently with the execution and delivery hereof or at any
      time
      thereafter, enter into a custodial agreement with the Custodian pursuant to
      which the Trustee appoints the Custodian to hold the Mortgage Files on behalf
      of
      the Trustee for the benefit of the Trustee and all present and future
      Certificateholders, which may provide that the Custodian shall, on behalf of
      the
      Trustee, conduct the review of each Mortgage File required under the first
      paragraph of this Section 2.02. Initially, Citibank West, FSB 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 Sponsor or the
                Depositor.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.04  	
              [Reserved].

            


    

     

    
      	SECTION
              2.05  	
              Representations,
                Warranties and Covenants of the
                Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.06  	
              Issuance
                of the Certificates.

            


    

     

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

     

    
      	SECTION
              2.07  	
              Authorization
                to Enter into Interest Rate Cap Agreement and Interest Rate Swap
                Agreement
                

            


    

     

    (a)  The
      Trust
      Administrator (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
      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
      Servicer, the Depositor and the Certificateholders (by acceptance of their
      Certificates) acknowledge and agree that (i) the Trust Administrator (in its
      capacity as Cap Trustee) shall execute and deliver the Interest Rate Cap
      Agreement on behalf of Party B (as defined therein), and make the
      representations of Party B thereunder, solely in its capacity as Cap Trustee
      on
      behalf of Party B as defined therein) and not in its individual capacity, and
      (ii) the Trust Administrator (in its capacity as Cap Trustee) shall be entitled
      to exercise the rights and obligated to perform the obligations of Party B
      under
      the Interest Rate Cap Agreement. 

     

    (b)  The
      Trust
      Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby
      directed to execute and deliver the Interest Rate Swap Agreement on behalf
      of
      Party B (as defined therein) and to exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity. The Servicer, the Depositor and
      the
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that (i) the Trust Administrator (in its capacity as Supplemental Interest
      Trust
      Trustee) shall execute and deliver the Interest Rate Swap Agreement on behalf
      of
      Party B (as defined therein), (ii) the Trust Administrator (in its capacity
      as
      Supplemental Interest Trust Trustee) shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein), and not in its individual capacity, and (iii) the Trust Administrator
      (in its capacity as Supplemental Interest Trust Trustee) shall be entitled
      to
      exercise the rights and obligated to perform the obligations of Party B under
      the Interest Rate Swap Agreement. 

     

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      III  

     

     

    ADMINISTRATION
      AND SERVICING
OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3.01  	
              Servicer
                to Act as Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

            


    

     

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


     

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

     

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

     

    
      	SECTION
              3.03  	
              Successor
                Sub-Servicers.

            


    

     

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

     

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

     

    
      	SECTION
              3.04  	
              Liability
                of the Servicer.

            


    

     

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

     

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

            


    

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              3.07  	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

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

     

    
      	SECTION
              3.08  	
              Sub-Servicing
                Accounts.

            


    

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              3.10  	
              Collection
                Account and Distribution Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

    (viii)  without
      duplication, all payments of claims under the PMI Policy; and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.11  	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ix)  [reserved];

     

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

     

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

     

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

     

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

     

    (i)  to
      make
      distributions to the Cap Account in accordance with Section 4.08 and to make
      distributions to the Swap Account in accordance with Section 4.09;

     

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

     

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

     

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

     

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

     

    (vi)  to
      pay
      any Extraordinary Trust Fund Expenses;

     

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

     

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

     

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

     

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.13  	
              [Reserved].

            


    

     

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

            


    

     

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

     

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

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              3.16  	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.17  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.18  	
              Servicing
                Compensation.

            


    

     

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

     

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

     

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

            


    

     

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

     

    
      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


    

     

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


     

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

     

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

     

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

     

    
      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.22  	
              Access
                to Certain Documentation.

            


    

     

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

     

    
      	SECTION
              3.23  	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

            


    

     

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

     

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

            


    

     

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

     

    
      	SECTION
              3.26  	
              Advance
                Facility.

            


    

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.27  	
              PMI
                Policy; Claims Under the PMI
                Policy.

            


    

     

    Notwithstanding
      anything to the contrary elsewhere in this Agreement, the Servicer shall not
      take any action with respect to a Covered Mortgage Loan that could result in
      denial of coverage under the PMI Policy. The Servicer shall, on behalf of the
      Trustee, prepare and file on a timely basis with the PMI Insurer, all claims
      which may be made under the PMI Policy with respect to the Covered Mortgage
      Loans. Copies of any such claims will be provided to the Trustee and/or the
      Trust Administrator if reasonably requested. Consistent with all rights and
      obligations hereunder, the Servicer shall take all actions required under the
      PMI Policy as a condition to the payment of any such claim. Any amount received
      from the PMI Insurer with respect to any such Covered Mortgage Loan shall be
      deposited by the Trust Administrator into the Collection Account in accordance
      with Section 3.10(a). The Trust Administrator shall withdraw from the
      Distribution Account on each Distribution Date and pay to the PMI Insurer the
      PMI Insurer Fee in accordance with the terms of the PMI Policy.

     

    ARTICLE
      IV  

     

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	SECTION
              4.01  	
              Distributions.

            


    

     

    (a)  (1)Subject
      to Section 4.09(b), on each Distribution Date, the Trust Administrator shall,
      first, withdraw from the Distribution Account an amount equal to the Credit
      Risk
      Manager Fee for such Distribution Date and shall pay such amount to the Credit
      Risk Manager and withdraw from the Distribution Account an amount equal to
      the
      PMI Insurer Fee for such Distribution Date and shall pay such amount to the
      PMI
      Insurer and, second, withdraw from the Distribution Account an amount equal
      to
      the Available Distribution Amount for such Distribution Date and shall
      distribute the following amounts, in the following order of
      priority:

     

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

     

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

     

    (ii)  sequentially
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10, and Class M-11 Certificates, in that
      order, in an amount equal to the Interest Distribution Amount for each such
      Class.

     

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

     

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

     

    (ii)  sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates, in that order, in each case, 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 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 Class A Certificates (allocated among the Classes of Class A
      Certificates in the priority described in Section 4.01(a)(4) below), the Senior
      Principal Distribution Amount, until the Certificate Principal Balances of
      such
      Classes have been reduced to zero;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount for the Certificates, without
      taking into account amounts, if any, received under the Interest Rate Cap
      Agreement or Net Swap Payments received under the Interest Rate Swap
      Agreement
      distributable as part of the Principal Distribution Amount;

     

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

     

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

     

    (iv)  to
      the
      Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
      for
      the Floating Rate Certificates without taking into account amounts, if any,
      received under the Interest Rate Cap Agreement or Net Swap Payments received
      under the Interest Rate Swap Agreement for such Distribution Date;

     

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

     

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

     

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

     

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

     

    (4) With
      respect to the Class A Certificates, all principal distributions will be
      distributed sequentially, to the Class A-1 Certificates, the Class A-2
      Certificates, the Class A-3 Certificates and the Class A-4 Certificates, in
      that
      order, until the respective Certificate Principal Balance of each such Class
      has
      been reduced to zero, with the exception that on any Distribution Date on which
      the aggregate Certificate Principal Balance of the Mezzanine Certificates and
      the Class CE Certificates has been reduced to zero, principal distributions
      will
      be allocated concurrently, to the Class A-1 Certificates, the Class A-2
      Certificates, the Class A-3 Certificates and the Class A-4 Certificates, on
      a
pro
      rata
      basis
      based on the Certificate
      Principal Balances of each such Class, until their respective Certificate
      Principal Balances have been reduced to zero.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (7) 
      On or
      before each Distribution Date, Net Swap Payments (whether payable to the Swap
      Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
      Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
      Event and any Swap Termination Payments owed to the Supplemental Interest Trust
      Trustee will be deposited by the Supplemental Interest Trust Trustee into the
      Swap Account. On each Distribution Date, the Supplemental Interest Trust Trustee
      will withdraw from amounts on deposit in the Swap Account (other than amounts
      representing Swap Termination Payments received by the Supplemental Interest
      Trust Trustee) prior to any distribution to any Certificates, the following
      amounts:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (v)  concurrently,
      to each Class of Class A Certificates, the 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 Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
      order, the related Net WAC Rate Carryover Amount remaining undistributed;
      and

     

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

     

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

     

    (viii)  to
      Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through
      I-26-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates;

     

    (ix)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated first, to REMIC I Regular
      Interest I, then to REMIC I Regular interests I-1-A through I-26-B starting
      with
      the lowest numerical denomination until the Uncertificated Balance of each
      such
      REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro
      rata
      between
      such REMIC I Regular Interests; and

     

    (x)  to
      the
      Holders of REMIC I Regular Interest P all amounts representing Prepayment
      Charges in respect of the Mortgage Loans received during the related Prepayment
      Period and on the Distribution Date immediately following the expiration of
      the
      latest Prepayment Charge as identified on the Prepayment Charge Schedule or
      any
      Distribution Date thereafter until $100 has been distributed pursuant to this
      clause.

     

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

     

    (i)  first,
      to
      the Holders of REMIC II Regular Interest LTIO, in an amount equal to (A)
      Uncertificated Interest for such REMIC II Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates and second, to Holders of REMIC II Regular Interest LTAA,
      REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular
      Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1,
      REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
      Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
      REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
      Interest LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTM11,
      REMIC II Regular Interest LTZZ and REMIC II Regular Interest LTP, in an amount
      equal to (A) the Uncertificated Interest for such Distribution Date, plus (B)
      any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular
      Interest LTZZ shall be reduced when the sum of the REMIC II Overcollateralized
      Amount is less than the REMIC II Required Overcollateralized Amount, by the
      lesser of (x) the amount of such difference and (y) the Maximum LTZZ
      Uncertificated Interest Deferral Amount and such amounts will be payable to
      the
      Holders of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2,
      REMIC
      II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular
      Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3,
      REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular
      Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8,
      REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II
      Regular Interest LTM11, in the same proportion as the Overcollateralization
      Increase Amount is allocated to the Corresponding Certificates and the
      Uncertificated Balance of REMIC II Regular Interest LTZZ shall be increased
      by
      such amount; and

     

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

     

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

     

    (b) 2.00%
      of
      such remainder first, to the Holders of REMIC II Regular Interest LTA1, REMIC
      II
      Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest
      LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
      II
      Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
      LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
      II
      Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
      LTM10 and REMIC II Regular Interest LTM11, and in the same proportion as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Balances of such REMIC II Regular Interests are reduced to zero
      and second, to the Holders of REMIC II Regular Interest LTZZ, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to zero;
      

     

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

     

    (d) any
      remaining amount to the Holders of the Class R Certificates (as Holder of the
      Class R-II 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 II Regular Interest LTAA and REMIC II Regular Interest LTZZ,
      respectively.

     

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

     

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

     

    (c)  All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 4.01(e)
      or
      Section 9.01 respecting the final distribution on such Class), based on the
      aggregate Percentage Interest represented by their respective Certificates,
      and
      shall be made by wire transfer of immediately available funds to the account
      of
      any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Trust Administrator in
      writing at least five Business Days prior to the Record Date immediately prior
      to such Distribution Date and with respect to any Class of Certificates other
      than the Residual Certificates is the registered owner of Certificates having
      an
      initial aggregate Certificate Principal Balance that is in excess of the lesser
      of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
      Balance of such Class of Certificates, or otherwise by check mailed by first
      class mail to the address of such Holder appearing in the Certificate Register.
      The final distribution on each Certificate will be made in like manner, but
      only
      upon presentment and surrender of such Certificate at the Corporate Trust Office
      of the Trust Administrator or such other location specified in the notice to
      Certificateholders of such final distribution.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              4.02  	
              Statements
                to Certificateholders.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ix)  the
      Delinquency Percentage;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xxix)  The
      amount of any Net Swap Payments or Swap Termination Payments;

     

    (xxx)  (A)
      the
      amount of payments received from the Servicer related to claims under the PMI
      Policy during the related Prepayment Period (and the number of Mortgage Loans
      to
      which such payments related) and (B) the cumulative amount of payments received
      related to claims under the PMI Policy since the Closing Date (and the number
      of
      Mortgage Loans to which such payments related); 

     

    (xxxi)  (A)
      the
      dollar amount of claims made under each PMI Policy that were denied (as
      identified by the Servicer) during the Prepayment Period (and the number of
      Mortgage Loans to which such denials related) and (B) the dollar amount of
      the
      cumulative claims made under the PMI Policy that were denied since the Closing
      Date (and the number of Mortgage Loans to which such denials related);
      and

     

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

     

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

     

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

     

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

     

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

     

    The
      Trust
      Administrator shall furnish to the Holders of the Residual Certificates


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

    


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

     

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

     

    For
      each
      Distribution Date, through and including the Distribution Date in December
      2006,
      the Trust Administrator shall calculate the Significance Percentage of each
      of
      the Interest Rate Swap Agreement and the Interest Rate Cap Agreement. If on
      any
      such Distribution Date, the Significance Percentage of the Interest Rate Swap
      Agreement or the Interest Rate Cap Agreement is equal to or greater than 10%,
      the Trust Administrator shall promptly notify the Depositor and the Depositor
      shall file, by Form 10-D no later than fifteen days following the related
      Distribution Date, the financial statements of the Swap Provider as required
      by
      Item 1115 of Regulation AB. 

     

    
      	SECTION
              4.03  	
              Remittance
                Reports; P&I Advances.

            


    

     

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

     

    (b)  With
      respect to any Mortgage Loan on which a Monthly Payment was due during the
      related Due Period and delinquent on the related Determination Date, the amount
      of the Servicer's Advance will be equal to the excess, if any, of the Monthly
      Payment (net of the related Servicing Fee) that would have been due on the
      related Due Date in respect of the related Mortgage Loan, over the net income
      from such REO Property deposited in the Collection Account pursuant to Section
      3.23 for distribution on such Distribution Date. With respect to each REO
      Property, which REO Property was acquired during or prior to the related
      Prepayment Period and as to which such REO Property an REO Disposition did
      not
      occur during the related Prepayment Period, an amount equal to the excess,
      if
      any, of the Monthly Payment (net of the related Servicing Fee) that would have
      been due on the related Due Date in respect of the related Mortgage Loan, over
      the net income from such REO Property deposited in the Collection Account
      pursuant to Section 3.23 for distribution on such Distribution
      Date.

     

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

     

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

     

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

     

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

            


    

     

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

     

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

     

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

     

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

     

    (c)  All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-26-B,
      starting with the lowest numerical denomination until such REMIC I Regular
      Interest has been reduced to zero, provided that, for REMIC I Regular Interests
      with the same numerical denomination, such Realized Losses shall be allocated
      pro
      rata
      between
      such REMIC I Regular Interests. 

     

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

     

    
      	SECTION
              4.05  	
              Compliance
                with Withholding Requirements.

            


    

     

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

     

    
      	SECTION
              4.06  	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      a
      separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
      Account, Citibank, N.A., as Trust Administrator, in trust for the registered
      holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
      Certificates, Series 2006-WFHE4.” The Net WAC Rate Carryover Reserve Account
      will be an “outside reserve fund” within the meaning of Treasury Regulation
      Section 1.860G-2(h).

     

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

     

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

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
      disregarded as an entity separate from the Holder of the Class CE Certificates
      unless and until the date when either (a) there is more than one Class CE
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE
      Certificates is recharacterized as an equity interest in the Net WAC Rate
      Carryover Reserve Account for federal income tax purposes, in which case it
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
      be
      treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
      Reserve Account shall be treated as amounts distributed by REMIC III to the
      Holder of the Class CE Interest and by REMIC IV to the Holder of the Class
      CE
      Certificates. Upon the termination of the Trust Fund, or the payment in full
      of
      the Floating Rate Certificates, all amounts remaining on deposit in the Net
      WAC
      Rate Carryover Reserve Account shall be released by the Trust Fund and
      distributed to the Class CE Certificateholders or their designees. The Net
      WAC
      Rate Carryover Reserve Account shall be part of the Trust Fund but not part
      of
      any Trust REMIC and any payments to the Holders of the Floating Rate
      Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
      to a “regular interest” in a REMIC within the meaning of Code Section
      860(G)(a)(1).

     

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

     

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

     

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

     

    
      	SECTION
              4.07  	
              Commission
                Reporting.

            


    

     

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

     

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

     

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

     

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

     

    (iii) Prior
      to
      January 30 of the first year in which the Trust Administrator is able to do
      so
      under applicable law, the Trust Administrator shall, in accordance with industry
      standards, file a Form 15 Suspension Notice with respect to the Trust Fund,
      if
      applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15
      Suspension Notice shall have been filed, prior to March 15 of each year
      thereafter, the Servicer shall provide the Trust Administrator with an Annual
      Compliance Statement, together with a copy of the Assessment of Compliance
      and
      Attestation Report to be delivered by the Servicer pursuant to Sections 3.20
      and
      3.21 (including with respect to any Sub-Servicer or any subcontractor, if
      required to be filed). Prior to (x) March 31, 2007 and (y) unless and until
      a
      Form 15 Suspension Notice shall have been filed, March 31 of each year
      thereafter, the Trust Administrator shall file a Form 10-K, in substance as
      required by applicable law or applicable Securities and Exchange Commission
      staff’s interpretations and conforming to industry standards, with respect to
      the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
      Attestation Report, Annual Compliance Statements and other documentation
      provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with
      respect to any Sub-Servicer or subcontractor, if required to be filed) and
      Section 3.21 with respect to the Trust Administrator, and the Form 10-K
      certification in the form attached hereto as Exhibit H-1 (the “Certification”)
      signed by the senior officer of the Depositor in charge of securitization.
      The
      Trust Administrator shall receive the items described in the preceding sentence
      no later than March 15th
      of each
      calendar year prior to the filing deadline for the Form 10-K.

     

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

     

    Prior
      to
      (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1st
      of each
      year thereafter, each entity that is indicated in Exhibit B as the responsible
      party for providing Additional Form 10-K Disclosure shall be required to provide
      to the Trust Administrator and the Depositor, to the extent known, the form
      and
      substance of any Additional Form 10-K Disclosure Information, if applicable.
      The
      Trust Administrator shall compile the information provided to it, prepare the
      Form 10-K and forward the Form 10-K to the Depositor for verification. The
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the Form 10-K by no later than March 25th
      of the
      relevant year (or the immediately preceding Business Day if March 25th
      is not a
      Business Day), an officer of the Depositor shall sign the Form 10-K and return
      an electronic or fax copy of such signed Form 10-K (with an original executed
      hard copy to follow by overnight mail) to the Trust Administrator.

     

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

     

    The
      Trust
      Administrator shall sign a certification (in the form attached hereto as
      Exhibit H-2) for the benefit of the Depositor and its officers, directors
      and Affiliates in respect of items 1 through 3 of the Certification (the “Trust
      Administrator Certification”) (provided, however, that the Trust Administrator
      shall not undertake an analysis of the Attestation Report attached as an exhibit
      to the Form 10-K), and the Servicer shall sign a certification (the “Servicer
      Certification) solely with respect to the Servicer (in the form attached hereto
      as Exhibit H-3) for the benefit of the Depositor, the Trust Administrator
      and each Person, if any, who “controls” the Depositor or the Trust Administrator
      within the meaning of the Securities Act of 1933, as amended, and their
      respective officers and directors. Each such certification shall be delivered
      to
      the Depositor and the Trust Administrator by March 20th
      of each
      year (or if not a Business Day, the immediately preceding Business Day). The
      Certification attached hereto as Exhibit H-1 shall be delivered to the
      Trust Administrator by March 25th
      for
      filing on or prior to March 31st
      of each
      year (or if not a Business Day, the immediately preceding Business
      Day).

     

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

     

    
      	SECTION
              4.08  	
              Cap
                Account

            


    

     

    (a)  No
      later
      than the Closing Date, the Trustee shall establish and maintain with itself
      or
      the Cap Administrator, a separate, segregated trust account titled, “U.S. Bank
      National Association, as Cap Trustee, in trust for the registered holders of
      Citigroup Mortgage Loan Trust 2006-WFHE4, Asset-Backed Certificates, Series
      2006-WFHE4—Cap Account.” Such account shall be an Eligible Account and amounts
      therein shall be held uninvested.

     

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

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Cap Account be disregarded as an entity
      separate from the Holder of the Class CE Certificates unless and until the
      date
      when either (a) there is more than one Class CE Certificateholder or (b) any
      Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Cap Account for federal income
      tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the Cap
      Account be treated as a partnership. Upon the termination of the Trust Fund,
      or
      the payment in full of the Floating Rate Certificates, all amounts remaining
      on
      deposit in the Cap Account shall be released by the Trust Fund and distributed
      to the Class CE Certificateholders or their designees. The Cap Account shall
      be
      part of the Trust Fund but not part of any Trust REMIC and any payments to
      the
      Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts
      will
      not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860(G)(a)(1).

     

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

     

    
      	SECTION
              4.09  	
              Swap
                Account.

            


    

     

    (a)  On
      the
      Closing Date, there is hereby established a separate trust (the “Supplemental
      Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
      Agreement. The Supplemental Interest Trust shall be maintained by the
      Supplemental Interest Trust Trustee. No later than the Closing Date, the
      Supplemental Interest Trust Trustee shall establish and maintain with the Trust
      Administrator a separate, segregated trust account to be held in the
      Supplemental Interest Trust, titled, “Swap Account, Citibank, N.A., as
      Supplemental Trust Trustee, in trust for the registered holders of the Citigroup
      Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series
      2006-WFHE4.” Such account shall be an Eligible Account and funds on deposit
      therein shall be held separate and apart from, and shall not be commingled
      with,
      any other moneys, including, without limitation, other moneys of the Trust
      Administrator held pursuant to this Agreement. Amounts therein shall be held
      uninvested.

     

    (b)  Prior
      to
      any distribution to any Certificate, the Supplemental Interest Trust Trustee
      or
      the Trust Administrator on its behalf shall deposit into the Swap Account (for
      distribution pursuant to Section 4.01(a)(7)): (i) the amount of any Net Swap
      Payment or Swap Termination Payment (other than any Swap Termination Payment
      resulting from a Swap Provider Trigger Event) owed to the Swap Provider (after
      taking into account any upfront payment received from the counterparty to a
      replacement interest rate swap agreement) from funds collected and received
      with
      respect to the Mortgage Loans prior to the determination of the Available
      Distribution Amount. For federal income tax purposes, any amounts paid to the
      Swap Provider shall first be deemed paid to the Swap Provider in respect of
      REMIC VI Regular Interest SWAP IO to the extent of the amount distributable
      on
      REMIC VI Regular Interest SWAP IO on such Distribution Date, and any remaining
      amount shall be deemed paid to the Swap Provider in respect of a Class IO
      Distribution Amount (as defined below).

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class CE Certificates unless and
      until
      the date when either (a) there is more than one Class CE Certificateholder
      or
      (b) any Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be treated as a partnership. The
      Supplemental Interest Trust will be an “outside reserve fund” within the meaning
      of Treasury Regulation Section 1.860G-2(h).

     

    (d)  To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Supplemental Interest Trust Trustee, any obligation of the
      Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
      shall
      be deemed to be an obligation of the Supplemental Interest Trust.

     

    (e)  The
      Trust
      Administrator shall treat the Holders of Certificates (other than the Class
      P,
      Class CE, Class R and Class R-X Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class CE Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class CE, Class R and Class R-X Certificates) shall
      be
      treated as having agreed to pay, on each Distribution Date, to the Holder of
      the
      Class CE Certificates an aggregate amount equal to the excess, if any, of (i)
      the amount payable on such Distribution Date on the REMIC II Regular Interest
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “Class
      IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro
      rata
      among
      such Certificates based on the excess of (a) the amount of interest otherwise
      payable to such Certificates over (ii) the amount of interest payable to such
      Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and
      a
      Class IO Distribution Amount payable from principal collections shall be
      allocated to the most subordinate Class of Certificates with an outstanding
      principal balance to the extent of such balance. In addition, pursuant to such
      notional principal contract, the Holder of the Class CE Certificates shall
      be
      treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders
      of
      the Certificates (other than the Class CE, Class P, Class R and Class R-X
      Certificates) in accordance with the terms of this Agreement. Any payments
      to
      the Certificates from amounts deemed received in respect of this notional
      principal contract shall not be payments with respect to a Regular Interest
      in a
      REMIC within the meaning of Code Section 860G(a)(1). However, any payment from
      the Certificates (other than the Class CE, Class P, Class R and Class R-X
      Certificates) of a Class IO Distribution Amount shall be treated for tax
      purposes as having been received by the Holders of such Certificates in respect
      of their interests in REMIC III and as having been paid by such Holders pursuant
      to the notional principal contract. Thus, each Certificate (other than the
      Class
      P, Class R and Class R-X Certificates) shall be treated as representing not
      only
      ownership of Regular Interests in REMIC III, but also ownership of an interest
      in, and obligations with respect to, a notional principal contract.

     

    
      	SECTION
              4.10  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Floating Rate Certificate is
      deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trust Administrator will account for payments
      to each Floating Rate Certificates as follows: each Floating Rate Certificate
      will be treated as receiving their entire payment from REMIC III (regardless
      of
      any Swap Termination Payment or obligation under the Interest Rate Swap
      Agreement) and subsequently paying their portion of any Swap Termination Payment
      in respect of each such Class’ obligation under the Interest Rate Swap
      Agreement. In the event that any such Class is resecuritized in a REMIC, the
      obligation under the Interest Rate Swap Agreement to pay any such Swap
      Termination Payment (or any shortfall in Swap Provider Fee), will be made by
      one
      or more of the REMIC Regular Interests issued by the resecuritization REMIC
      subsequent to such REMIC Regular Interest receiving its full payment from any
      such Floating Rate Certificate. 

     

    The
      REMIC
      regular interest corresponding to a Floating Rate Certificate will be entitled
      to receive interest and principal payments at the times and in the amounts
      equal
      to those made on the certificate to which it corresponds, except that (i) the
      maximum interest rate of that REMIC regular interest will equal the Net WAC
      Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount
      of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
      of
      the Mortgage Loans and (ii) any Swap Termination Payment will be treated as
      being payable solely from Net Monthly Excess Cashflow. As a result of the
      foregoing, the amount of distributions and taxable income on the REMIC regular
      interest corresponding to a Floating Rate Certificate may exceed the actual
      amount of distributions on the Floating Rate Certificate.

     

    
      	SECTION
              4.11  	
              [RESERVED]

            


    

     

    
      	SECTION
              4.12  	
              Rights
                and Obligations Under the Interest Rate Cap Agreement and the Interest
                Rate Swap Agreement 

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      the
      Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
      is
      unable to appoint a successor swap provider within 30 days of the early
      termination, then the Trust Administrator (in its capacity as Supplemental
      Interest Trust Trustee) will deposit any termination payment received from
      the
      original Swap Provider into a separate, non-interest bearing reserve account
      and
      will, on each subsequent Distribution Date, withdraw from the amount then
      remaining on deposit in such reserve account an amount equal to the Net Swap
      Payment, if any, that would have been paid to the Trust Administrator (in its
      capacity as Supplemental Interest Trust Trustee) by the original Swap Provider
      calculated in accordance with the terms of the original Interest Rate Swap
      Agreement, and distribute such amount in accordance with the terms of Section
      4.01(a)(7).

     

    Upon
      an
      early termination of the Interest Rate Swap Agreement in connection with the
      optional termination of the Trust, if the Trust Administrator (in its capacity
      as Supplemental Interest Trust Trustee) receives a termination payment from
      the
      Swap Provider, such termination payment will be distributed in accordance with
      Section 4.01(a)(7).

     

    ARTICLE
      V  

     

     

    THE
      CERTIFICATES

     

    
      	SECTION
              5.01  	
              The
                Certificates.

            


    

     

    (a)  The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in the Trust Fund.
      At the Closing Date, the aggregate Certificate Principal Balance of the
      Certificates will equal the aggregate Stated Principal Balance of the Mortgage
      Loans.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-19. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

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

     

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

     

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

     

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

     

    
      	SECTION
              5.02  	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

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

     

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

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferee will be deemed to have made each of the transferee
      representations and warranties set forth Exhibit F-1 hereto in respect of such
      interest as if it was evidenced by a Definitive Certificate. The Certificate
      Owner of any such Ownership Interest in any such Book-Entry Certificate desiring
      to effect such transfer shall, and does hereby agree to, indemnify the Trustee
      and the Depositor against any liability that may result if the transfer is
      not
      so exempt or is not made in accordance with such federal and state
      laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described in this Section
      5.02(b) will be required in connection with the transfer, on the Closing Date,
      of any Residual Certificate by the Depositor to an “accredited investor” within
      the meaning of Rule 501(d) of the 1933 Act.

     

    No
      transfer of a Private Certificate or any interest therein shall be made to
      any
      Plan, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the Department of Labor regulation promulgated at 29 C.F.R.§
2510.3-101 (“Plan Assets”), as certified by such transferee in the form of
      Exhibit G, unless the Trust Administrator is provided with an Opinion of Counsel
      on which the Trust Administrator, the Depositor, the Trustee and the Servicer
      may rely, to the effect that the purchase of such Certificates is permissible
      under ERISA and the Code, will not constitute or result in any non-exempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Depositor, the Servicer, the Trustee, the Trust Administrator or
      the
      Trust Fund to any obligation or liability (including obligations or liabilities
      under ERISA or Section 4975 of the Code) in addition to those undertaken in
      this
      Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
      the Servicer, the Trustee, the Trust Administrator or the Trust Fund. Neither
      a
      certification nor an Opinion of Counsel will be required in connection with
      (i)
      the initial transfer of any such Certificate by the Depositor to an Affiliate
      of
      the Depositor or, in the case of the Residual Certificates, the first transfer
      by an Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class
      P or Residual Certificate to the issuer under the Indenture or the indenture
      trustee under the Indenture or (iii) a transfer of any such Class CE, Class
      P or
      Residual Certificate from the issuer under the Indenture or the indenture
      trustee under the Indenture to the Depositor or an Affiliate of the Depositor
      (in which case, the Depositor or any Affiliate thereof shall have deemed to
      have
      represented that such Affiliate is not a Plan or a Person investing Plan Assets)
      and the Trust Administrator shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Trust Administrator, shall be
      a
      written representation) from the Depositor of the status of such transferee
      as
      an affiliate of the Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Floating Rate Certificate or any interest therein, shall be deemed to
      have
      represented, by virtue of its acquisition or holding of such Certificate, or
      interest therein, that either (i) it is not a Plan or (ii) (A) it is an
      accredited investor within the meaning of Prohibited Transaction Exemption
      2002-41 (the “Exemption”) and (B) the acquisition and holding of such
      Certificate and the separate right to receive payments from the Supplemental
      Interest Trust are eligible for the exemptive relief available under one of
      PTCE
      84-14, 90-1, 91-38, 95-60 or 96-23 or, in the case of a Class M-11 Certificate,
      PTCE 95-60.

     

    Each
      beneficial owner of a Mezzanine Certificate or any interest therein that is
      acquired after the termination of the Supplemental Interest Trust shall be
      deemed to have represented, by virtue of its acquisition or holding of that
      Certificate or interest therein, that either (i) it is not a Plan or a person
      using assets of a Plan, (ii) other than for a Class M-11 Certificate, it has
      acquired and is holding such Certificate in reliance on the Exemption, and
      that
      it understands that there are certain conditions to the availability of the
      Exemption, including that the Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch Ratings or
      Moody’s and the Certificate is so rated or (iii) (1) it is an insurance company,
      (2) the source of funds used to acquire or hold the Certificate or interest
      therein is an “insurance company general account”, as such term is defined in
      PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have
      been
      satisfied.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              5.03  	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	SECTION
              5.04  	
              Persons
                Deemed Owners.

            


    

     

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

     

    
      	SECTION
              5.05  	
              Certain
                Available Information.

            


    

     

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

     

    ARTICLE
      VI  

     

     

    THE
      DEPOSITOR AND THE SERVICER

     

    
      	SECTION
              6.01  	
              Liability
                of the Depositor and the Servicer.

            


    

     

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

     

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

            


    

     

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

     

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

     

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

            


    

     

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

     

    
      	SECTION
              6.04  	
              Limitation
                on Resignation of the Servicer.

            


    

     

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

     

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

     

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

            


    

     

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

     

    
      	SECTION
              6.06  	
              Duties
                of the Credit Risk Manager.

            


    

     

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

     

    
      	SECTION
              6.07  	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

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

     

    
      	SECTION
              6.08  	
              Removal
                of the Credit Risk Manager.

            


    

     

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

     

    ARTICLE
      VII  

     

     

    DEFAULT

     

    
      	SECTION
              7.01  	
              Servicer
                Events of Default.

            


    

     

    With
      respect to the Servicer, individually, if any one of the following events
      (“Servicer Event of Default”) shall occur and be continuing:

     

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

     

    (ii)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement, or the breach by the Servicer of any representation
      and warranty contained in Section 2.05 (other than representation 2.05(a)(ix)),
      which continues unremedied for a period of 30 days (or if such failure or breach
      cannot be remedied within 30 days, then such remedy shall have been commenced
      within 30 days and diligently pursued thereafter; provided, however, that in
      no
      event shall such failure or breach be allowed to exist for a period of greater
      than 60 days) after the earlier of (i) the date on which written notice of
      such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Depositor, the Trust Administrator or the Trustee, or to the
      Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders
      of Certificates entitled to at least 25% of the Voting Rights and (ii) actual
      knowledge of such failure by a Servicing Officer; or

     

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

     

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

     

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

     

    (vi)  any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 4.03 which
      continues unremedied until 5:00 p.m. New York time on first Business Day after
      the date upon which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer by the Trust Administrator
      or
      the Trustee (in which case notice shall be provided by telecopy).

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              7.03  	
              Notification
                to Certificateholders.

            


    

     

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

     

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

     

    
      	SECTION
              7.04  	
              Waiver
                of Servicer Events of Default.

            


    

     

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

     

    ARTICLE
      VIII  

     

     

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	SECTION
              8.01  	
              Duties
                of Trustee and Trust Administrator.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

            


    

     

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

     

    
      	SECTION
              8.04  	
              Trustee
                and Trust Administrator May Own
                Certificates.

            


    

     

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

     

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

            


    

     

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

     

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

     

    
      	SECTION
              8.06  	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

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

     

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

            


    

     

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

     

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

     

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

     

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

     

    Any
      resignation or removal of the Trustee or the Trust Administrator and appointment
      of a successor trustee or trust administrator, as the case may be, pursuant
      to
      any of the provisions of this Section shall not become effective until
      acceptance of appointment by the successor trustee or trust administrator as
      provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
      Administrator advises the Trustee that it is unable to continue to perform
      its
      obligations pursuant to the terms of this Agreement prior to the appointment
      of
      a successor, the Trustee shall be obligated to perform such obligations until
      a
      new trust administrator is appointed. Such performance shall be without
      prejudice to any claim by a party hereto or beneficiary hereof resulting from
      the Trust Administrator’s breach of its obligations hereunder. As compensation
      therefor, the Trustee shall be entitled to all fees the Trust Administrator
      would have been entitled to if it had continued to act hereunder.

     

    
      	SECTION
              8.08  	
              Successor
                Trustee or Trust Administrator.

            


    

     

    Any
      successor trustee or trust administrator appointed as provided in Section 8.07
      shall execute, acknowledge and deliver to the Depositor, the Trustee or the
      Trust Administrator, as applicable, and to its predecessor trustee or trust
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or trust administrator
      shall become effective and such successor trustee or trust administrator,
      without any further act, deed or conveyance, shall become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder, with
      the like effect as if originally named as trustee or trust administrator herein.
      The predecessor trustee or trust administrator shall deliver to the successor
      trustee or trust administrator all Mortgage Files and related documents and
      statements, as well as all moneys, held by it hereunder and the Depositor and
      the predecessor trustee or trust administrator shall execute and deliver such
      instruments and do such other things as may reasonably be required for more
      fully and certainly vesting and confirming in the successor trustee or trust
      administrator all such rights, powers, duties and obligations.

     

    No
      successor trustee or trust administrator shall accept appointment as provided
      in
      this Section unless at the time of such acceptance such successor trustee or
      trust administrator shall be eligible under the provisions of Section 8.06
      and
      the appointment of such successor trustee or trust administrator shall not
      result in a downgrading of any Class of Certificates by the Rating Agencies,
      as
      evidenced by a letter from the Rating Agencies.

     

    Upon
      acceptance of appointment by a successor trustee or trust administrator as
      provided in this Section, the Depositor shall mail notice of the succession
      of
      such trustee or trust administrator hereunder to all Holders of Certificates
      at
      their addresses as shown in the Certificate Register. If the Depositor fails
      to
      mail such notice within 10 days after acceptance of appointment by the successor
      trustee or trust administrator, the successor trustee or trust administrator
      shall cause such notice to be mailed at the expense of the
      Depositor.

     

    Any
      Person appointed as successor trustee pursuant to this Agreement shall also
      be
      required to serve as successor successor supplemental interest trust trustee
      under the Interest Rate Swap Agreement. 

     

    
      	SECTION
              8.09  	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      corporation or association into which either the Trustee or the Trust
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Trust Administrator, as the case
      may
      be, shall be a party, or any corporation or association succeeding to the
      business of the Trustee or the Trust Administrator, as applicable, shall be
      the
      successor of the Trustee or the Trust Administrator, as the case may be,
      hereunder, provided such corporation or association shall be eligible under
      the
      provisions of Section 8.06, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    
      	SECTION
              8.10  	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I or property
      securing the same may at the time be located, the Servicer and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee to act as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of REMIC I, and to vest in such Person
      or
      Persons, in such capacity, such title to REMIC I, or any part thereof, and,
      subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Servicer and the Trustee may consider
      necessary or desirable. If the Servicer shall not have joined in such
      appointment within 15 days after the receipt by it of a request to do so, or
      in
      case a Servicer Event of Default shall have occurred and be continuing, the
      Trustee alone shall have the power to make such appointment. No co-trustee
      or
      separate trustee hereunder shall be required to meet the terms of eligibility
      as
      a successor trustee under Section 8.06 hereunder and no notice to Holders of
      Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
      be
      required under Section 8.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10 all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or performed
      by the Trustee and such separate trustee or co-trustee jointly, except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed by the Trustee (whether as Trustee hereunder or as
      successor to the Servicer hereunder), the Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to REMIC I or any portion
      thereof in any such jurisdiction) shall be exercised and performed by such
      separate trustee or co-trustee at the direction of the Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    
      	SECTION
              8.11  	
              [Reserved].

            


    

     

    
      	SECTION
              8.12  	
              Appointment
                of Office or Agency.

            


    

     

    The
      Trust
      Administrator will appoint an office or agency in the City of New York where
      the
      Certificates may be surrendered for registration of transfer or exchange, and
      presented for final distribution, and where notices and demands to or upon
      the
      Trust Administrator in respect of the Certificates and this Agreement may be
      served.

     

    
      	SECTION
              8.13  	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereby represents and warrants to the
      Servicer, the Depositor and the Trustee and the Trust Administrator, as
      applicable, as of the Closing Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      the
      it to perform its obligations under this Agreement or the financial condition
      of
      it.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or the financial
      condition of it.

     

    
      	SECTION
              8.14  	
              [Reserved].

            


    

     

    
      	SECTION
              8.15  	
              No
                Trustee or Trust Administrator Liability for Actions or Inactions
                of
                Custodian.

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee or the Trust
      Administrator be liable to any party hereto or to any third party for the
      performance of any custody-related functions with respect to which the Custodian
      shall fail to take action on behalf of the Trustee or Trust Administrator,
      as
      the case may be, or, with respect to which the performance of custody-related
      functions pursuant to the terms of the custodial agreement with the Custodian
      shall fail to satisfy all the related requirements under this
      Agreement.

     

    ARTICLE
      IX  

     

     

    TERMINATION

     

    
      	SECTION
              9.01  	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Servicer, the Trustee and the Trust
      Administrator with respect to the Mortgage Loans (other than the obligations
      of
      the Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05
      and of the Servicer to provide for and the Trust Administrator to make payments
      in respect of the REMIC I Regular Interests and the Classes of Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Certificateholders
      and the deposit of all amounts held by or on behalf of the Trustee or the Trust
      Administrator and required hereunder to be so paid or deposited on the
      Distribution Date coinciding with or following the earlier to occur of (i)
      the
      purchase by the Terminator (on a servicing retained basis) of all Mortgage
      Loans
      and each related REO Property remaining in REMIC I and (ii) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan or related REO Property remaining in REMIC I; provided, however, that
      in no
      event shall the trust created hereby continue beyond the earlier of (a) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (b) the Latest Possible Maturity Date
      (as
      defined in the Preliminary Statement). 

     

    Subject
      to Section 3.10 hereof, the purchase by the Terminator of all Mortgage Loans
      and
      each REO Property remaining in REMIC I shall be at a price equal to the greater
      of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
      value of any REO Properties (such appraisal to be conducted by an appraiser
      mutually agreed upon by the Servicer and the Trust Administrator) and (ii)
      the
      fair market value of the Mortgage Loans and the REO Properties (as determined
      by
      the Servicer, with the consent of the Trust Administrator as of the close of
      business on the third Business Day next preceding the date upon which notice
      of
      any such termination is furnished to the related Certificateholders pursuant
      to
      Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
      the
      weighted average of the Mortgage Rates through the end of the Due Period
      preceding the final Distribution Date plus unreimbursed Servicing Advances
      allocable to such Mortgage Loans and REO Properties and any accrued and unpaid
      Net WAC Rate Carryover Amounts and any Swap Termination Payment payable to
      the
      Swap Provider (the “Termination
      Price”);
      provided, however, such option may only be exercised if the Termination Price
      is
      sufficient to result in the payment of all interest accrued on, as well as
      amounts necessary to retire the principal balance of, each class of notes issued
      pursuant to the Indenture. 

     

    (b)  The
      Servicer shall have the right (the party exercising such right, the
“Terminator”),
      to
      purchase all of the Mortgage Loans and each REO Property remaining in REMIC
      I
      pursuant to clause (i) of the preceding paragraph no later than the
      Determination Date in the month immediately preceding the Distribution Date
      on
      which the Certificates will be retired; provided, however, that the Terminator
      may elect to purchase all of the Mortgage Loans and each REO Property remaining
      in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal
      Balance of the Mortgage Loans and each REO Property remaining in the Trust
      Fund
      at the time of such election is reduced to less than 10% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance
      of
      a Residual Certificate, the Holders of the Residual Certificates agree, in
      connection with any termination hereunder, to assign and transfer any amounts
      in
      excess of par, and to the extent received in respect of such termination, to
      pay
      any such amounts to the Holders of the Class CE Certificates.

     

    In
      connection with any termination pursuant to this Section 9.01(b): 

     

    (i)  At
      least
      twenty (20) days prior to the latest date on which notice of such optional
      termination is required to be mailed to the Certificateholders pursuant to
      Section 9.01(c), the Terminator shall notify in writing (which may be done
      in
      electronic format) the Swap Provider, the Trust Administrator and the Trustee
      of
      the final Distribution Date on which the Terminator intends to terminate the
      Trust Fund;

     

    (ii)  No
      later
      than 4:00 pm (New York City time) four (4) Business Days prior to the final
      Distribution Date specified in the notices required pursuant to Sections
      9.01(c), the Swap Provider shall notify in writing (which may be done in
      electronic format) the Terminator, the Trust Administrator and the Trustee
      of
      the amount of the Estimated Swap Termination Payment; and

     

    (iii)  Three
      (3)
      Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Sections 9.01(c), (x) the Terminator shall, no
      later
      than 1:00 pm (New
      York
      City time) on such day, deliver to the Trust Administrator and the Trust
      Administrator shall deposit funds in the Distribution Account in an amount
      equal
      to the sum of the Termination Price (which shall be based on the Estimated
      Swap
      Termination Payment), and (y) if the Trust Administrator shall have determined
      that the all of the requirements for Optional Termination have been met,
      including without limitation the deposit required pursuant to the immediately
      preceding clause (x) as well as the requirements specified in Section 9.01(c),
      then the Trust Administrator shall, on the same Business Day, provide written
      notice (which may be done in electronic format) to the Terminator and the Swap
      Provider confirming (a) its receipt of the Termination Price (which shall be
      based on the Estimated Swap Termination Payment), and (b) that all other
      requirements specified in Section 9.02 have been met (the “Optional Termination
      Notice”). Upon the delivery of the Optional Termination Notice by the Trust
      Administrator pursuant to the preceding sentence, (i) the optional termination
      shall become irrevocable, (ii) the notice to Certificateholders of such optional
      termination provided pursuant to Section 9.01(c) shall become unrescindable,
      (iii) the Swap Provider shall determine the Swap Termination Payment in
      accordance with the Interest Rate Swap Agreement (which shall not exceed the
      Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide
      to
      the Trust Administrator written notice of the amount of the Swap Termination
      Payment not later than two (2) Business Days prior to the final Distribution
      Date specified in the notices required pursuant to Sections 9.01(c).

     

    (c)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Trust
      Administrator by letter to the related Certificateholders and the Swap Provider
      mailed (a) in the event such notice is given in connection with the purchase
      of
      the Mortgage Loans and each related REO Property remaining in REMIC I by the
      Terminator, not earlier than the 15th day and not later than the 25th day of
      the
      month next preceding the month of the final distribution on the related
      Certificates or (b) otherwise during the month of such final distribution on
      or
      before the Determination Date in such month, in each case specifying (i) the
      Distribution Date upon which REMIC I will terminate and final payment of the
      Certificates and will be made upon presentation and surrender of the
      Certificates at the office of the Trust Administrator therein designated, (ii)
      the amount of any such final payment, (iii) that no interest shall accrue in
      respect of the Certificates from and after the Interest Accrual Period relating
      to the final Distribution Date therefor and (iv) that the Record Date otherwise
      applicable to such Distribution Date is not applicable, payments being made
      only
      upon presentation and surrender of the Certificates at the office of the Trust
      Administrator. In the event such notice is given in connection with the purchase
      of all of the Mortgage Loans and each REO Property remaining in REMIC I by
      the
      Terminator, the Terminator shall deliver to the Trust Administrator for deposit
      in the Distribution Account not later than the last Business Day of the month
      next preceding the month in which such distribution will be made an amount
      in
      immediately available funds equal to the Termination Price. Upon certification
      to the Trust Administrator and the Trustee by a Servicing Officer of the making
      of such final deposit, the Trust Administrator shall promptly release or cause
      to be released to the related Terminator the Mortgage Files for the remaining
      Mortgage Loans and the Trustee shall execute all assignments, endorsements
      and
      other instruments delivered to it which are necessary to effectuate such
      transfer.

     

    (d)  Upon
      receipt of notice by the Trust Administrator of the presentation of the
      Certificates by the Certificateholders on the related final Distribution Date
      to
      the Trust Administrator, the Trust Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with Section
      4.01 in respect of the Certificates so presented and surrendered. Any funds
      not
      distributed to any Holder or Holders of Certificates being retired on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Trust Administrator and credited to the account of the appropriate non-tendering
      Holder or Holders. If any Certificates as to which notice has been given
      pursuant to this Section 9.01 shall not have been surrendered for cancellation
      within six months after the time specified in such notice, the Trust
      Administrator shall mail a second notice to the remaining non-tendering
      Certificateholders to surrender their Certificates for cancellation in order
      to
      receive the final distribution with respect thereto. If within one year after
      the second notice all such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall, directly or through an agent,
      mail
      a final notice to remaining related non-tendering Certificateholders concerning
      surrender of their Certificates. The costs and expenses of maintaining the
      funds
      in trust and of contacting such Certificateholders shall be paid out of the
      assets remaining in the trust funds. If within one year after the final notice
      any such Certificates shall not have been surrendered for cancellation, the
      Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
      and all rights of non-tendering Certificateholders in or to such amounts shall
      thereupon cease. No interest shall accrue or be payable to any Certificateholder
      on any amount held in trust by the Trust Administrator as a result of such
      Certificateholder’s failure to surrender its Certificate(s) for final payment
      thereof in accordance with this Section 9.01.

     

    Immediately
      following the deposit of funds in trust hereunder in respect of each of the
      Certificates the Trust Fund shall terminate. 

     

    
      	SECTION
              9.02  	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO
      Property, REMIC I shall be terminated, in each case in accordance with the
      following additional requirements (or in connection with the final payment
      on or
      other liquidation of the last Mortgage Loan or REO Property remaining in REMIC
      I, the additional requirement specified in clause (i) below):

     

    (i)  The
      Trust
      Administrator shall specify the first day in the 90-day liquidation period
      in a
      statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
      Section 1.860F-1, and such termination shall satisfy all requirements of a
      qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
      the
      Servicer;

     

    (ii)  During
      such 90-day liquidation period, and at or prior to the time of making of the
      final payment on the Certificates, the Trust Administrator shall sell all of
      the
      assets of REMIC I to the Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Trust
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Class R Certificates all cash on hand in REMIC
      I
      (other than cash retained to meet claims), and REMIC I shall terminate at that
      time.

     

    (b)  At
      the
      expense of the Terminator (or in the event of termination under Section
      9.01(a)(ii), at the expense of the Servicer), the Terminator shall prepare
      or
      cause to be prepared the documentation required in connection with the adoption
      of a plan of liquidation of REMIC I pursuant to this Section 9.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trust Administrator to specify the 90-day liquidation period for REMIC I which
      authorization shall be binding upon all successor
      Certificateholders.

     

    ARTICLE
      X  

     

     

    REMIC
      PROVISIONS

     

    
      	SECTION
              10.01  	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trust
      Administrator shall elect to treat each REMIC created hereunder as a REMIC
      under
      the Code and, if necessary, under applicable state law. Such election will
      be
      made by the Trust Administrator on behalf of the Trustee on Form 1066 or other
      appropriate federal tax or information return or any appropriate state return
      for the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      Residual Interest in REMIC I. The REMIC II Regular Interests shall be designated
      as the Regular Interests in REMIC II and the Class R-II Interest shall be
      designated as the Residual Interest in REMIC II. The Floating Rate Certificates,
      the Class CE Interest, the Class IO Interest and the Class P Interest shall
      be
      designated as the Regular Interests in REMIC III and the Class R-III Interest
      shall be designated as the Residual Interest in REMIC III. The Class CE
      Certificates shall be designated as the Regular Interests in REMIC IV and the
      Class R-IV Interest shall be designated as the Residual Interest in REMIC IV.
      The Class P Certificates shall be designated as the Regular Interests in REMIC
      V
      and the Class R-V Interest shall be designated as the Residual Interest in
      REMIC
      V. REMIC VI Regular Interest SWAP IO shall be designated as the Regular
      Interests in REMIC VI and the Class R-VI Interest shall be designated as the
      Residual Interest in REMIC VI. Neither the Trustee nor the Trust Administrator
      shall permit the creation of any “interests” in any Trust REMIC (within the
      meaning of Section 860G of the Code) other than the REMIC Regular Interests
      and
      the interests represented by the Certificates.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      created hereunder within the meaning of Section 860G(a)(9) of the
      Code.

     

    (c)  The
      Trust
      Administrator shall pay any and all expenses relating to any tax audit of the
      Trust Fund (including, but not limited to, any professional fees or any
      administrative or judicial proceedings with respect to any Trust REMIC that
      involve the Internal Revenue Service or state tax authorities), and shall be
      entitled to reimbursement from the Trust therefor to the extent permitted under
      Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
      matters person, shall (i) act on behalf of the Trust Fund in relation to any
      tax
      matter or controversy involving any Trust REMIC and (ii) represent the Trust
      Fund in any administrative or judicial proceeding relating to an examination
      or
      audit by any governmental taxing authority with respect thereto. The holder
      of
      the largest Percentage Interest of the Residual Certificates shall be
      designated, in the manner provided under Treasury regulations section
      1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
      matters person of the related REMIC created hereunder. By its acceptance
      thereof, the holder of the largest Percentage Interest of the Residual
      Certificates hereby agrees to irrevocably appoint the Trust Administrator or
      an
      Affiliate as its agent to perform all of the duties of the tax matters person
      for the Trust Fund.

     

    (d)  The
      Trust
      Administrator shall prepare and the Trustee at the direction of the Trust
      Administrator shall sign and the Trust Administrator shall file all of the
      Tax
      Returns in respect of the REMIC created hereunder. The expenses of preparing
      and
      filing such returns shall be borne by the Trust Administrator without any right
      of reimbursement therefor. The Servicer shall provide on a timely basis to
      the
      Trust Administrator or its designee such information with respect to the assets
      of the Trust Fund as is in its possession and reasonably required by the Trust
      Administrator to enable it to perform its obligations under this
      Article.

     

    (e)  The
      Trust
      Administrator shall perform on behalf of any Trust REMIC all reporting and
      other
      tax compliance duties that are the responsibility of the REMIC under the Code,
      the REMIC Provisions or other compliance guidance issued by the Internal Revenue
      Service or any state or local taxing authority including the filing of Form
      8811
      with the Internal Revenue Service within 30 days following the Closing Date.
      Among its other duties, as required by the Code, the REMIC Provisions or other
      such compliance guidance, the Trust Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee, (ii) to the Certificateholders such
      information or reports as are required by the Code or the REMIC Provisions
      including reports relating to interest, original issue discount and market
      discount or premium (using the Prepayment Assumption as required) and (iii)
      to
      the Internal Revenue Service the name, title, address and telephone number
      of
      the person who will serve as the representative of any Trust REMIC. The Servicer
      shall provide on a timely basis to the Trust Administrator such information
      with
      respect to the assets of the Trust Fund, including, without limitation, the
      Mortgage Loans, as is in its possession and reasonably required by the Trust
      Administrator to enable it to perform its obligations under this subsection.
      In
      addition, the Depositor shall provide or cause to be provided to the Trust
      Administrator, within ten (10) days after the Closing Date, all information
      or
      data that the Trust Administrator reasonably determines to be relevant for
      tax
      purposes as to the valuations and issue prices of the Certificates, including,
      without limitation, the price, yield, Prepayment Assumption and projected cash
      flow of the Certificates.

     

    (f)  The
      Trustee, the Trust Administrator, the Servicer and the Holders of Certificates
      shall take such action or cause the Trust REMIC to take such action as shall
      be
      necessary to create or maintain the status thereof as a REMIC under the REMIC
      Provisions. The Trustee, the Trust Administrator and the Servicer shall not
      take
      any action or cause the Trust Fund to take any action or fail to take (or fail
      to cause to be taken) any action that, under the REMIC Provisions, if taken
      or
      not taken, as the case may be, could (i) endanger the status of each Trust
      REMIC
      as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
      unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
      and the Trust Administrator (at the expense of the party seeking to take such
      action but in no event at the expense of the Trustee or the Trust Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      shall
      the Servicer take or fail to take any action (whether or not authorized
      hereunder) as to which the Trustee or the Trust Administrator has advised it
      in
      writing that it has received an Opinion of Counsel to the effect that an Adverse
      REMIC Event could occur with respect to such action; provided that the Servicer
      may conclusively rely on such Opinion of Counsel and shall incur no liability
      for its action or failure to act in accordance with such Opinion of Counsel.
      In
      addition, prior to taking any action with respect to any Trust REMIC or the
      respective assets of each, or causing any Trust REMIC to take any action, which
      is not contemplated under the terms of this Agreement, the Servicer consult
      with
      the Trustee and the Trust Administrator or their designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC and the Servicer shall not take any such action
      or
      cause any Trust REMIC to take any such action as to which the Trustee or the
      Trust Administrator has advised it in writing that an Adverse REMIC Event could
      occur; provided that the Servicer may conclusively rely on such writing and
      shall incur no liability for its action or failure to act in accordance with
      such writing. The Trust Administrator and the Trustee may consult with counsel
      to make such written advice, and the cost of same shall be borne by the party
      seeking to take the action not permitted by this Agreement, but in no event
      shall such cost be an expense of the Trustee or the Trust Administrator. At
      all
      times as may be required by the Code, the Trustee, the Trust Administrator
      and
      the Servicer will ensure that substantially all of the assets of REMIC I will
      consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code
      and “permitted investments” as defined in Section 860G(a)(5) of the Code, to the
      extent such obligations are within the Trustee’s, Trust Administrator’s or
      Servicer’s, as applicable, control and not otherwise inconsistent with the terms
      of this Agreement.

     

    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of the REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
      any contributions to the REMIC after the Startup Day therefor pursuant to
      Section 860G(d) of the Code, or any other tax is imposed by the Code or any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Trust Administrator of any of its
      obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
      hereof, if such tax arises out of or results from a breach by the Trustee of
      any
      of its obligations under this Article X, (iii) to the Servicer pursuant to
      Section 10.03 hereof, if such tax arises out of or results from a breach by
      the
      Servicer of any of its obligations under Article III or this Article X, or
      otherwise (iv) against amounts on deposit in the Distribution Account and shall
      be paid by withdrawal therefrom.

     

    (h)  The
      Trust
      Administrator shall prepare and forward to the Certificateholders, upon written
      request, and to the Internal Revenue Service and, if necessary, state tax
      authorities, all information returns and reports as and when required to be
      provided to them under the Code, including, but not limited to, the calculation
      of any original issue discount using the prepayment assumption (as described
      in
      the Prospectus Supplement).

     

    (i)  The
      Trust
      Administrator shall, for federal income tax purposes, maintain books and records
      with respect to any Trust REMIC on a calendar year and on an accrual
      basis.

     

    (j)  Following
      the Startup Day, the Servicer, the Trustee and the Trust Administrator shall
      not
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with Section
      2.03 unless it shall have received an Opinion of Counsel to the effect that
      the
      inclusion of such assets in the Trust Fund will not cause the REMIC to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding or subject
      the REMIC to any tax under the REMIC Provisions or other applicable provisions
      of federal, state and local law or ordinances.

     

    (k)  None
      of
      the Trustee, the Trust Administrator or the Servicer shall enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either such REMIC to receive any income from assets
      other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    
      	SECTION
              10.02  	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee shall sell,
      dispose of or substitute for any of the Mortgage Loans (except in connection
      with (i) the foreclosure of a Mortgage Loan, including but not limited to,
      the
      acquisition or sale of a Mortgaged Property acquired by deed in lieu of
      foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination
      of
      any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution
      pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans
      pursuant to Article II or III of this Agreement), nor acquire any assets for
      any
      Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage
      Loan), nor sell or dispose of any investments in the Collection Account or
      the
      Distribution Account for gain, nor accept any contributions to any Trust REMIC
      after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an Opinion
      of
      Counsel, addressed to the Trustee and the Trust Administrator (at the expense
      of
      the party seeking to cause such sale, disposition, substitution, acquisition
      or
      contribution but in no event at the expense of the Trustee or the Trust
      Administrator) that such sale, disposition, substitution, acquisition or
      contribution will not (a) affect adversely the status of any Trust REMIC as
      a
      REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
      transactions” or “contributions” pursuant to the REMIC Provisions.

     

    
      	SECTION
              10.03  	
              Servicer,
                Trustee and Trust Administrator
                Indemnification.

            


    

     

    (a)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Servicer
      and the Trustee for any taxes and costs including, without limitation, any
      reasonable attorneys fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee as a result of a breach of the Trust
      Administrator’s covenants set forth in this Article X.

     

    (b)  The
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Trustee for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
      a
      breach of the Servicer’s covenants set forth in Article III or this Article
      X.

     

    (c)  The
      Trustee agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Servicer for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Servicer, as a result of
      a
      breach of the Trustee’s covenants set forth in this Article X.

     

    ARTICLE
      XI  

     

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	SECTION
              11.01  	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Trustee and the Trust Administrator without the consent of any of the
      Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify
      or supplement any provisions herein (including to give effect to the
      expectations of Certificateholders) or (iii) to make any other provisions with
      respect to matters or questions arising under this Agreement which shall not
      be
      inconsistent with the provisions of this Agreement, provided that such action
      shall not, as evidenced by either (a) an Opinion of Counsel delivered to the
      Trustee and the Trust Administrator, adversely affect in any material respect
      the interests of any Certificateholder or (b) written or electronic notice
      to
      the Depositor, the Servicer, the Trustee and the Trust Administrator from the
      Rating Agencies that such action will not result in the reduction or withdrawal
      of the rating of any outstanding Class of Certificates with respect to which
      it
      is a Rating Agency). No amendment shall be deemed to adversely affect in any
      material respect the interests of any Certificateholder who shall have consented
      thereto, and no Opinion of Counsel or Rating Agency confirmation shall be
      required to address the effect of any such amendment on any such consenting
      Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      the Trustee and the Trust Administrator with the consent of the Holders of
      Certificates entitled to at least 66% of the Voting Rights for the purpose
      of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or of modifying in any manner the rights of the
      Swap Provider or 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 Swap Provider
      or
      Holders of any Class of Certificates (as evidenced by either (i) an Opinion
      of
      Counsel delivered to the Trustee and Trust Administrator or (ii) written notice
      to the Depositor, the Servicer, the Trustee and the Trust Administrator from
      the
      Rating Agencies that such action will not result in the reduction or withdrawal
      of the rating of any outstanding Class of Certificates with respect to which
      it
      is a Rating Agency) in a manner, other than as described in (i), without the
      consent of the Holders of Certificates of such Class evidencing at least 66%
      of
      the Voting Rights allocated to such Class, or (iii) modify the consents required
      by the immediately preceding clauses (i) and (ii) without the consent of the
      Holders of all Certificates then outstanding. Notwithstanding any other
      provision of this Agreement, for purposes of the giving or withholding of
      consents pursuant to this Section 11.01, Certificates registered in the name
      of
      the Depositor or the Servicer or any Affiliate thereof shall be entitled to
      Voting Rights with respect to matters affecting such Certificates.

     

    Notwithstanding
      any contrary provision of this Agreement, neither the Trustee nor the Trust
      Administrator shall consent to any amendment to this Agreement unless it shall
      have first received an Opinion of Counsel to the effect that such amendment
      will
      not result in the imposition of any tax on any Trust REMIC pursuant to the
      REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificates are outstanding.

     

    Prior
      to
      executing any amendment pursuant to this Section, the Trustee and the Trust
      Administrator shall be entitled to receive an Opinion of Counsel (provided
      by
      the Person requesting such amendment) to the effect that such amendment is
      authorized or permitted by this Agreement.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Trust Administrator or the Trustee shall enter into any amendment to this
      Agreement that could reasonably be expected to have a material adverse effect
      on
      the interests of the Swap Provider hereunder (excluding, for the avoidance
      of
      doubt, any amendment to the Pooling and Servicing Agreement that is entered
      into
      solely for the purpose of appointing a successor servicer, trust administrator,
      trustee or other service provider) without the prior written consent of the
      Swap
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall furnish
      a copy of such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trust Administrator may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
      be borne by the Person seeking the related amendment, but in no event shall
      such
      Opinion of Counsel be an expense of the Trustee or the Trust
      Administrator.

     

    Notwithstanding
      the foregoing, each of the Trustee and Trust Administrator may, but shall not
      be
      obligated to enter into any amendment pursuant to this Section that affects
      its
      rights, duties and immunities under this Agreement or otherwise.

     

    
      	SECTION
              11.02  	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Certificateholders, but only upon direction of Certificateholders
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	SECTION
              11.03  	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless (i) such Holder previously
      shall have given to the Trustee and Trust Administrator a written notice of
      default and of the continuance thereof, as hereinbefore provided, and (ii)
      the
      Holders of Certificates entitled to at least 25% of the Voting Rights shall
      have
      made written request upon the Trustee and the Trust Administrator to institute
      such action, suit or proceeding in its own name as Trustee or Trust
      Administrator hereunder and shall have offered to the Trustee or the Trust
      Administrator, as applicable, such indemnity satisfactory to it against the
      costs, expenses and liabilities to be incurred therein or thereby, and the
      Trustee or the Trust Administrator, for 15 days after its receipt of such
      notice, request and offer of indemnity, shall have neglected or refused to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder, the Trustee and the Trust Administrator, that no one or
      more
      Holders of Certificates shall have any right in any manner whatsoever by virtue
      of any provision of this Agreement to affect, disturb or prejudice the rights
      of
      the Holders of any other of such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Agreement, except in the manner herein provided and for the equal,
      ratable and common benefit of all Certificateholders. For the protection and
      enforcement of the provisions of this Section, each and every Certificateholder,
      the Trustee and the Trust Administrator shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    
      	SECTION
              11.04  	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	SECTION
              11.05  	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be sent (i) via facsimile (with
      confirmation of receipt) or (ii) in writing and shall be deemed to have been
      duly given when received if personally delivered at or mailed by first class
      mail, postage prepaid, or by express delivery service or delivered in any other
      manner specified herein, to (a) in the case of the Depositor, 390 Greenwich
      Street, New York, New York 10013, Attention: Mortgage Finance Group (telecopy
      number (212) 723-8604), or such other address or telecopy number as may
      hereafter be furnished to the Servicer, the Trust Administrator and the Trustee
      in writing by the Depositor,
      (b) in
      the case of the Servicer, 1
      Home
      Campus, Des Moines, IA 50328-0001, Attention: John B. Brown, MAC X 2302-033,
      (telecopy number: (515) 324-3118), with a copy to General Counsel, 1 Home
      Campus, Des Moines, IA 50328-0001, MAC X 2401-06T, (telecopy number: (515)
      213-5192) or such other address or telecopy number as may hereafter be furnished
      to the Trustee, the Trust Administrator and the Depositor in writing by the
      Servicer, (c) in the case of the Trust Administrator, 388 Greenwich Street
      -
      14th
      Floor,
      New York, New York 10013, Attention: CMLTI 2006-WFHE4 (telecopy number (949)
      250-6450), or such other address or telecopy number as may hereafter be
      furnished to the Trustee, the Servicer and the Depositor in writing by the
      Trust
      Administrator and (d) in the case of the Trustee, U.S. Bank National
      Association, One Federal Street - 3rd
      Floor,
      Boston, Massachusettes 02110, Attention: Structured Finance/CMLTI 2006-WFHE4
      (telecopy number (617) 603-6637), or such other address or telecopy number
      as
      may hereafter be furnished to the Servicer, the Trust Administrator and the
      Depositor in writing by the Trustee. Any notice required or permitted to be
      given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    
      	SECTION
              11.06  	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      	SECTION
              11.07  	
              Notice
                to Rating Agencies.

            


    

     

    The
      Trust
      Administrator shall use its best efforts promptly to provide notice to the
      Rating Agencies, and the Servicer shall use its best efforts promptly to provide
      notice to the Trust Administrator, with respect to each of the following of
      which the Trust Administrator or the Servicer, as applicable, has actual
      knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Servicer Event of Default that has not been cured or
      waived;

     

    3. The
      resignation or termination of any Servicer, the Trust Administrator or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    5. The
      final
      payment to the Holders of any Class of Certificates;

     

    6. Any
      change in the location of the Collection Account or the Distribution
      Account;

     

    7. Any
      event
      that would result in the inability of the Trust Administrator or the Trustee,
      as
      applicable, were it to succeed as Servicer, to make advances regarding
      delinquent Mortgage Loans; and

     

    8. The
      filing of any claim under the Servicer’s blanket bond and errors and omissions
      insurance policy required by Section 3.14 or the cancellation or material
      modification of coverage under any such instrument.

     

    In
      addition, the Trust Administrator shall make available to the Rating Agencies
      copies of each report to Certificateholders described in Section 4.02 and the
      Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly
      furnish to the Rating Agencies copies of the following:

     

    1. Each
      annual statement as to compliance described in Section 3.20; and

     

    2. Each
      annual independent public accountants’ servicing report described in Section
      3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to Dominion Bond Rating Service,
      55 Broadway, New York, New York 10006, to Standard & Poor’s Ratings
      Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10041 and to Moody’s at 99 Church Street, New York, New York
      10007 or such other addresses as the Rating Agencies may designate in writing
      to
      the parties hereto.

     

    
      	SECTION
              11.08  	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	SECTION
              11.09  	
              Grant
                of Security Interest.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
      Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
      to secure a debt or other obligation of the Depositor. However, in the event
      that, notwithstanding the aforementioned intent of the parties, the Mortgage
      Loans are held to be property of the Depositor, then, (a) it is the express
      intent of the parties that such conveyance be deemed a pledge of the Mortgage
      Loans by the Depositor to the Trustee to secure a debt or other obligation
      of
      the Depositor and (b)(1) this Agreement shall also be deemed to be a security
      agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
      Code
      as in effect from time to time in the State of New York; (2) the conveyance
      provided for in Section 2.01 hereof shall be deemed to be a grant by the
      Depositor to the Trustee of a security interest in all of the Depositor’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account and the Distribution Account, whether in the form
      of
      cash, instruments, securities or other property; (3) the obligations secured
      by
      such security agreement shall be deemed to be all of the Depositor’s obligations
      under this Agreement, including the obligation to provide to the
      Certificateholders the benefits of this Agreement relating to the Mortgage
      Loans
      and the Trust Fund; and (4) notifications to persons holding such property,
      and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the Trustee
      for the purpose of perfecting such security interest under applicable law.
      Accordingly, the Depositor hereby grants to the Trustee a security interest
      in
      the Mortgage Loans and all other property described in clause (2) of the
      preceding sentence, for the purpose of securing to the Trustee the performance
      by the Depositor of the obligations described in clause (3) of the preceding
      sentence. Notwithstanding the foregoing, the parties hereto intend the
      conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
      sale of the Mortgage Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee.

     

    
      	SECTION
              11.10  	
              Third
                Party Rights.

            


    

     

    The
      Swap
      Provider shall be deemed a third-party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    
      	SECTION
              11.11  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.07 of this Agreement is to facilitate compliance by
      the Depositor with the provisions of Regulation AB promulgated by the SEC
      under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
      from time to time and subject to clarification and interpretive advice as may
      be
      issued by the staff of the SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, opinion of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Depositor for delivery of
      additional or different information, to the extent that such information is
      available or reasonably attainable, as the Depositor may determine in good
      faith is necessary to comply with the provisions of Regulation AB, and (d)
      no
      amendment of this Agreement shall be required to effect any such changes in
      the
      parties’ obligations as are necessary to accommodate evolving interpretations of
      the provisions of Regulation AB; provided, however, that any such changes shall
      require the consent of each of the parties hereto.

    


     

    


     

    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicer, the Trust Administrator and the
      Trustee have caused their names to be signed hereto by their respective officers
      thereunto duly authorized, in each case as of the day and year first above
      written.

     

    
      	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., 

              as
                Depositor

            
	 	 
	
              By:
                

            	
              /s/
                Matthew Bollo

            
	
              Name:
                

            	
              Matthew
                Bollo

            
	
              Title:
                

            	
              Vice
                President

            
	 	 


    

    


    
      	
              WELLS
                FARGO BANK, N.A.,

              as
                Servicer

            
	 	 
	
              By:
                

            	
              /s/
                Susan Hughes 

            
	
              Name:
                

            	
              Susan
                Hughes 

            
	
              Title:
                

            	
              Vice
                President

            


    

    


     

    
      	
              CITIBANK,
                N.A.,

              as
                Trust Administrator

            
	 	 
	
              By:
                

            	
              /s/
                Valerie Delgado

            
	
              Name:
                

            	
              Valerie
                Delgado

            
	
              Title:
                

            	
              Vice
                President

            


    

    


     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Trustee

            
	 	 
	
              By:
                

            	
              /s/
                Maryellen Hunter

            
	
              Name:
                

            	
              Maryellen
                Hunter

            
	
              Title:
                

            	
              Assistant
                Vice President

            


    

    


     


    
      	
              For
                purposes of Sections 6.06, 6.07 and 6.08:

            
	
              PENTALPHA
                SURVEILLANCE LLC.

            
	
              By: 
                /s/
                Jill Gilbert Callahan

            
	
              Name:
                Jill Gilbert Callahan 

            
	
              Title:
                President 

            


    

    



    
      	
              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 a __________________
      of Citigroup Mortgage Loan Trust Inc., one of the corporations that executed
      the
      within instrument, and also known to me to be the person who executed it on
      behalf of said 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 a ________________
      of
      Wells Fargo Bank, N.A., one of the entities that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said
      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 a ________________
      of
      Citibank, N.A., one of the entities that executed the within instrument, and
      also known to me to be the person who executed it on behalf of said 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 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 A-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the
                Issue Date: $350,699,000

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $350,699,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAA8

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-1
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      November ___, 2006

    


    
      	
              Citibank,
                N.A., as Trust Administrator

            
	 	 
	 	 
	
              By:

            	
              ______________________________
                

            
	 	
                  Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	
              Citibank,
                N.A., as Trust Administrator

            
	 	 
	 	 
	
              By:

            	
              ______________________________
                

            
	 	
                  Authorized
                Signatory

            


    

     

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address: 

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


     

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    


    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class A-2 Certificates as of
                the
                Issue Date:
                $152,359,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                : $152,359,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP: 17309SAB6

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         



    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                         
                (State)

            


    

    


     

    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address: 

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


     

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    


    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class A-3 Certificates as of
                the
                Issue Date: $95,518,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $95,518,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAC4

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-3
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                         
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class A-4 Certificates as of
                the
                Issue Date: $72,499,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $72,499,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAD2

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-4
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         



    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                        
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address: 

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS M-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED
      HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Issue Date: $35,636,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $35,636,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAE0

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-1
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                       
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS M-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Issue Date: $39,500,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $39,500,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAF7

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-2
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                        
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


     

    


    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS M-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the
                Issue Date: $15,457,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $15,457,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAG5

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-3
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

         

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                      
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Issue Date: $14,168,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $14,168,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAH3

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-4
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                       
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
      CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Issue Date: $13,739,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $13,739,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAJ9

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-5 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-5
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                      
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Issue Date: $8,587,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                : $8,587,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAK6

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-6 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-6
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         



    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                        
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-7 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
      TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Issue Date: $9,875,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $9,875,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAL4

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-7 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-7 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-7
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                        
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-8 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
      THE
      CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Issue Date:
                $7,728,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $7,728,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAM2

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-8 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-8 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-8
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

       

      IN
        WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
        duly
        executed.

      


      Dated:
        November ___, 2006

      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 	 
	 	 
	
                By:

              	
                ______________________________
                  

              
	 	
                    Authorized
                  Officer

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 	 
	 	 
	
                By:

              	
                ______________________________
                  

              
	 	
                    Authorized
                  Signatory

              


      

       

       

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                          
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-9 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Issue Date: $9,016,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $9,016,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAN0

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-9 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-9 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-9
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ABBREVIATIONS

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                         
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS M-10 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    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-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the
                Issue Date: $12,022,000.00 

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $12,022,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAP5

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-10 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-10 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-10
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of 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. None of the Depositor or the Trust Administrator
      is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                           (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


     

    


    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-11 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES
      AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    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-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class M-11 Certificates as of
                the
                Issue Date: $8,587,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $8,587,000.00

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: November 30, 2006

            
	 	
              CUSIP:
                17309SAQ3

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-11 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-11 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class M-11
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of 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. None of the Depositor or the Trust Administrator
      is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                         
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


     

    


    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS CE CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series:
                2006-WFHE4

            	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $ 13,310,756.35

               

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $13,310,756.35

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

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: December 26, 2006

            	
              Trust
                Administrator: Citibank, N.A.

            
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	
              Aggregate
                Notional Amount of the Class

              CE
                Certificates
                as of the Issue Date:  $858,700,756.35

            	
              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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Realty Corp. is the registered owner
      of
      a Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class CE Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class CE Certificates in REMIC II created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
      Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Servicer, Trust
      Administrator and the Trustee, a summary of certain of the pertinent provisions
      of which is set forth hereafter. To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class CE
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         



    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                       
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    


    


     

    


    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS P CERTIFICATE

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    


     

    
      	
              Series:
                2006-WFHE4

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

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

            	
              Denomination:
                $100.00

            
	
              First
                Distribution Date: December 26, 2006

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              No.
                1

            	
              Trust
                Administrator: Citibank, N.A.

            
	 	
              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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Realty Corp. is the registered owner
      of
      a Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class P Certificates
      as of
      the Issue Date) in that certain beneficial ownership interest evidenced by
      all
      the Class P Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer and the Trustee, a summary
      of certain of the pertinent provisions of which is set forth hereafter. To
      the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Certificate is issued under and is subject
      to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class P Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                           
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________ 

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    


    


    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS R CERTIFICATE

     

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

     

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

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
      TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
      TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
      ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
      OR
      COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
      CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
      SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE
      OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
      TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
      CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100%

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

            	 
	
              First
                Distribution Date: December 26, 2006

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              No.
                1

            	
              Trust
                Administrator: Citibank, N.A.

            
	 	
              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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate,
      first lien mortgage loans (the “Mortgage Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Inc. is the registered owner of a
      Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class R Certificates
      as of
      the Issue Date) in that certain beneficial ownership interest evidenced by
      all
      the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer, the Trust Administrator and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates equal to the denomination specified on the face
      hereof divided by the aggregate Certificate Principal Balance of the Class
      of
      Certificates specified on the face hereof.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee, and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    Any
      resale, transfer or other disposition of this certificate may be made only
      in
      accordance with the provisions of section 5.02 of the agreement referred to
      herein.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(b) of the Agreement.

     

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

     

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

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the purchase by the holders of the Class X
      Certificates or the Servicer of all Mortgage Loans and related REO Property
      remaining in REMIC I, (ii) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan or REO Property
      remaining in REMIC I. The Agreement permits, but does not require, the party
      designated in the Agreement to purchase from REMIC I all the Mortgage Loans
      and
      all property acquired in respect of any Mortgage Loan at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates; however, such right to purchase is subject
      to
      the aggregate Stated Principal Balance of the Mortgage Loans at the time of
      purchase being less than 10% of the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      none of the Trustee, Servicer or Trust Administrator assume responsibility
      for
      their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                        
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the  undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS R-X CERTIFICATE

     

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

     

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

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
      TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
      TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
      ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
      OR
      COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
      CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
      SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE
      OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
      TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
      CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

     

    
      	
              Series
                2006-WFHE4

            	
              Aggregate
                Percentage Interest of the Class R-X Certificates as of the Issue
                Date:
                100%

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

            	 
	
              First
                Distribution Date: December 26, 2006

            	
              Servicer:
                Wells Fargo Bank, N.A.

            
	
              No.
                1

            	
              Trust
                Administrator: Citibank, N.A.

            
	 	
              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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate,
      first lien mortgage loans (the “Mortgage Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Inc. is the registered owner of a
      Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class R-X Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class R-X Certificates created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class R-X
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates equal to the denomination specified on the face
      hereof divided by the aggregate Certificate Principal Balance of the Class
      of
      Certificates specified on the face hereof.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee, and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    Any
      resale, transfer or other disposition of this certificate may be made only
      in
      accordance with the provisions of section 5.02 of the agreement referred to
      herein.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(b) of the Agreement.

     

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

     

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

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the purchase by the holders of the Class X
      Certificates or the Servicer of all Mortgage Loans and related REO Property
      remaining in REMIC I, (ii) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan or REO Property
      remaining in REMIC I. The Agreement permits, but does not require, the party
      designated in the Agreement to purchase from REMIC I all the Mortgage Loans
      and
      all property acquired in respect of any Mortgage Loan at a price determined
      as
      provided in the Agreement. The exercise of such right will effect early
      retirement of the Certificates; however, such right to purchase is subject
      to
      the aggregate Stated Principal Balance of the Mortgage Loans at the time of
      purchase being less than 10% of the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      none of the Trustee, Servicer or Trust Administrator assume responsibility
      for
      their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        IN
          WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
          be duly
          executed.

        


        Dated:
          November ___, 2006

        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Officer

                


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        


        
          	
                  Citibank,
                    N.A., as Trust Administrator

                
	 	 
	 	 
	
                  By:

                	
                  ______________________________
                    

                
	 	
                      Authorized
                    Signatory

                


        

         

         

         

      

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	
              TEN
                ENT - as tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

            	
              _______________

                          
                (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      ________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________ 

    
      	 	
              .

            


    

    Applicable
      statements should be mailed to___________________________________________


    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trust
      Administrator pursuant to Section 4.07(a)(iv). If the Trust Administrator is
      indicated below as to any item, then the Trust Administrator is primarily
      responsible for obtaining that information. 

    


    Under
      Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.02,
      provided by the Trust Administrator based on information received from the
      Servicer; and b) items marked “Form 10-D report” are required to be in the Form
      10-D report but not the 4.02 statement, provided by the party indicated.
      Information under all other Items of Form 10-D is to be included in the Form
      10-D report.

    


    

      
        	
                Form

              	
                Item

              	
                Description

              	
                Responsible
                  Party

              
	
                10-D

              	
                Must
                  be filed within 15 days of the Distribution
                  Date.

              


      

    

     

    
      
        	 	
                1

              	
                Distribution
                  and Pool Performance Information

              	 
	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	 
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	
                4.02
                  statement

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

              	
                4.02
                  statement

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

              	
                4.02
                  statement

              
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	
                4.02
                  statement

              
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	
                4.02
                  statement

              
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	
                4.02
                  statement

              
	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	
                4.02
                  statement

              
	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	
                4.02
                  statement

              
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	
                4.02
                  statement

              
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	
                4.02
                  statement

              
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	
                4.02
                  statement

              
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average life, weighted average remaining term,
                  pool
                  factors and prepayment amounts.

              	
                4.02
                  statement

                 

                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              
	
                (9)
                  Delinquency and loss information for the period. 

                 

                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool
                  assets.

              	
                4.02
                  statement.

                 

                Form
                  10-D report: Depositor

              
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                4.02
                  statement

              
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                Form
                  10-D report: Trust Administrator (to
                  the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                Form
                  10-D report 

              
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	
                4.02
                  statement

              
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

                [information
                  regarding] any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	
                Form
                  10-D report: Depositor

                 

                Form
                  10-D report: Depositor

                 

                 

                 

                 

                Form
                  10-D report: Depositor

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                Updated
                  pool information as required under Item 1121(b).

              	
                Depositor

              
	
                2

              	
                Legal
                  Proceedings

              	 
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian

              	
                 

                 

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Depositor

                Servicer

                Originator

                Custodian

              
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                 

                 

                 

                Depositor

              
	
                4

              	
                Defaults
                  Upon Senior Securities

              	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                 

                 

                N/A

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Depositor
                  or Trust Administrator (to
                  the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                7

              	
                Significant
                  Enhancement Provider Information

              	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

                Determining
                  applicable disclosure threshold

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                Depositor

                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial Information*

                Determining
                  current maximum probable exposure

                Determining
                  current significance percentage

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                Depositor

                Trust
                  Administrator

                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                8

              	
                Other
                  Information

              	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below

              
	
                9

              	
                Exhibits

              	 
	
                Distribution
                  report

              	
                Trust
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      
 

    
      
        	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              


      

    

     

    
      
        	 	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                Examples:
                  servicing agreement, custodial agreement.

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                Depositor

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                Examples:
                  servicing agreement, custodial agreement.

              	
                Depositor

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership with respect
                  to any
                  of the following: 

                Sponsor
                  (Seller), Depositor, Servicer, Trust Administrator, Cap Provider,
                  Custodian

              	
                Trust
                  Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the 4.02 statement

              	
                Trust
                  Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	
                Trust
                  Administrator

              
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	 
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	
                Depositor

              
	
                5.06

              	
                Change
                  in Shell Company Status

              	 
	
                [Not
                  applicable to ABS issuers]

              	
                Depositor

              
	
                6.01

              	
                ABS
                  Informational and Computational Material

              	 
	
                [Not
                  included in reports to be filed under Section 4.07]

              	
                Depositor

              
	
                6.02

              	
                Change
                  of Servicer, Trustee or Trust Administrator

              	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, trust
                  administrator or trustee. Reg AB disclosure about any new servicer,
                  trust
                  administrator or trustee is also required.

              	
                Trust
                  Administrator or Servicer

              
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support

              	 
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  Reg AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor
                  

              
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	
                Trust
                  Administrator

              
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                Depositor

              
	
                8.01

              	
                Other
                  Events

              	 
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	
                Depositor

              
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                N/A

              


      
 

    

      
        	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              


      

       

      
        
          	 	
                  9B

                	
                  Other
                    Information

                	 
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  Depositor

                
	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	
                  N/A

                
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information

                  Determining
                    applicable disclosure threshold

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  Depositor

                  Depositor

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial Information

                  Determining
                    current maximum probable exposure

                  Determining
                    current significance percentage

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  Trust
                    Administrator

                  Trust
                    Administrator

                  Depositor

                
	 	 
	
                  Item
                    1119 - Affiliations and relationships between the following entities,
                    or
                    their respective affiliates entered into outside the ordinary
                    course of
                    business or is on terms other than would be obtained in an arm’s length
                    transaction with an unrelated third party, apart from the asset-backed
                    securities transaction, that are material to
                    Certificateholders:

                  Seller

                  Depositor

                  Trustee

                  Trust
                    Administrator

                  Issuing
                    entity

                  Servicer

                  Originator
                    

                  Custodian
                    

                  Credit
                    Enhancer/Support Provider, if any

                  Significant
                    Obligor, if any

                	
                   

                   

                   

                  Seller

                  Depositor

                  Trustee

                  Trust
                    Administrator

                  Issuing
                    entity

                  Servicer

                  Originator
                    

                  Custodian
                    

                  Depositor

                  Depositor

                
	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  Each
                    Party participating in the servicing function

                
	
                  Item
                    1123 - Servicer Compliance Statement

                	
                  Servicer

                


        

      

    

    


     

    


    EXHIBIT
      C

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Trust
      Administrator - waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Paying
      Agent - distributor of funds to ultimate investor (Trust Administrator performs
      this function)

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “trust administrator” functions,
      while in another transaction, the trust administrator may perform these
      functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key:

    X
      -
      obligation

     

    
      
      

       

      
        	 Reg
                AB Reference	
                Servicing
                  Criteria

              	
                Primary
                  Servicer 

              	
                Master
                  Servicer 

              	
                Trust
                  Administrator

              
	
                 General
                  Servicing
                  Considerations

              
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	
                X

              	
                X

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained. 

              	 	 	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	
                X

              	
                X

              	 
	 	
                Cash
                  Collection and Administration

              	 	 	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	
                X

              	
                X

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	 	 	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  * 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	 
	
                1122(d)(2)(vii)
                  

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.
                  

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	
                X

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                X

              	
                X

              	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	
                X

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	
                X

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	
                X

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	
                X

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	 	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	 	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	 	 
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	 	
                X

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. 

              	 	 	
                X

              


      

      
________________

    

    
      
        * Subject
          to clarification from the SEC.

      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      D

     

    FORM
      OF
      ASSIGNMENT AND RECOGNITION AGREEMENT

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

       

      ASSIGNMENT
        AND RECOGNITION AGREEMENT

       

      This
        is
        an Assignment, Assumption and Recognition Agreement (this “Assignment
        Agreement”) made as of November 30, 2006, among
        Citigroup Global Markets Realty Corp.
        (the
“Assignor”), Wells
        Fargo Bank, N.A. (the “Company”) and
        Citigroup Mortgage Loan Trust Inc. (the “Assignee”) for the benefit of the
        holders of the Citigroup Mortgage Loan Trust 2006-WFHE4, Asset-Backed
        Pass-Through Certificates, Series 2006-WFHE4.

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that (i) the residential mortgage loans
        (the “Assigned Loans”) listed on Attachment 1 annexed hereto (the “Assigned Loan
        Schedule”), (ii) the Amended
        and Restated Master Mortgage Loan Purchase Agreement (the “Agreement”), dated as
        of March 1, 2006,
        as
        amended by the First Amendment to the Amended and Restated Master Mortgage
        Loan
        Purchase Agreement, dated as of October 26, 2006 between the Assignor and
        the
        Company, pursuant to which the Assigned Loans were purchased by the Assignor
        from the Company and (iii) the Assignment and Conveyance Agreement (the
“Assignment and Conveyance Agreement”), dated as of October 30, 2006, between
Wells
        Fargo Bank, N.A and
        Citigroup Global Markets Realty Corp. shall
        be
        subject to the terms of this Assignment Agreement. Capitalized terms used
        herein
        but not defined shall have the meanings ascribed to them in the
        Agreement.

      


       
Assignment
        and Assumption

       

      Except
        as
        expressly provided for herein, the Assignor hereby grants, transfers and
        assigns
        to the Assignee all of its right, title and interest as in, to and under
        (a) the
        Assigned Loans and (b) the Agreement with respect to the Assigned Loans;
        provided, however, that the Assignor is not assigning to the Assignee any
        of its
        right, title or interest, in, to and under the Agreement with respect to
        any
        mortgage loan other than the Assigned Loans listed on Attachment 1. Except
        as is
        otherwise expressly provided herein, the Assignor makes no representations,
        warranties or covenants to the Assignee and the Assignee acknowledges that
        the
        Assignor has no obligations to the Assignee under the terms of the Agreement
        or
        otherwise relating to the transaction contemplated herein (including, but
        not
        limited to, any obligation to indemnify the Assignee). The rights of the
        Assignor under Section 4(b) of the Agreement shall survive the execution
        and
        delivery of this Assignment Agreement.

      
      

      
        Representations,
          Warranties and Covenants

      

       

      1.
          Assignor
        warrants and represents to Assignee and Company as of the date
        hereof:

       

      (a)  The
        Agreement is in full force and effect as of the date hereof and the provisions
        of which have not been waived, amended or modified in any respect, nor has
        any
        notice of termination been given thereunder;

       

      (b)  Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests, rights and obligations under
        the Agreement as they relate to the Assigned Loans, free and clear from any
        and
        all claims and encumbrances; and upon the transfer of the Assigned Loans
        to
        Assignee as contemplated herein, Assignee shall have good title to each and
        every Assigned Loan, as well as any and all of Assignee’s interests, rights and
        obligations under the Agreement as they relate to the Assigned Loans, free
        and
        clear of any and all liens, claims and encumbrances;

       

      (c)  There
        are
        no offsets, counterclaims or other defenses available to Company with respect
        to
        the Assigned Loans or the Agreement;

       

      (d)  Assignor
        has no knowledge of, and has not received notice of, any waivers under, or
        any
        modification of, any Assigned Loan;

       

      (e)  Assignor
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        acquire, own and sell the Assigned Loans;

       

      (f)  Assignor
        has full corporate power and authority to execute, deliver and perform its
        obligations under this Assignment Agreement, and to consummate the transactions
        set forth herein. The consummation of the transactions contemplated by this
        Assignment Agreement is in the ordinary course of Assignor’s business and will
        not conflict with, or result in a breach of, any of the terms, conditions
        or
        provisions of Assignor’s charter or by-laws or any legal restriction, or any
        material agreement or instrument to which Assignor is now a party or by which
        it
        is bound, or result in the violation of any law, rule, regulation, order,
        judgment or decree to which Assignor or its property is subject. The execution,
        delivery and performance by Assignor of this Assignment Agreement and the
        consummation by it of the transactions contemplated hereby, have been duly
        authorized by all necessary corporate action on the part of Assignor. This
        Assignment Agreement has been duly executed and delivered by Assignor and,
        upon
        the due authorization, execution and delivery by Assignee and Company, will
        constitute the valid and legally binding obligation of Assignor enforceable
        against Assignor in accordance with its terms except as enforceability may
        be
        limited by bankruptcy, reorganization, insolvency, moratorium or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and by
        general principles of equity regardless of whether enforceability is considered
        in a proceeding in equity or at law; 

       

      (g)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignor in connection with the execution, delivery or performance by Assignor
        of this Assignment Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (h)  Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto;

       

      (i)  The
        Assignor has received from Company, and has delivered to the Assignee, all
        documents required to be delivered to Assignor by the Company prior to the
        date
        hereof pursuant to the Agreement with respect to the Assigned Loans and has
        not
        received, and has not requested from the Company, any additional documents;
        

       

      (j)  There
        is
        no action, suit, proceeding, investigation or litigation pending or, to
        Assignor's knowledge, threatened, which either in any instance or in the
        aggregate, if determined adversely to Assignor, would adversely affect
        Assignor's execution or delivery of, or the enforceability of, this Assignment
        Agreement, or the Assignor's ability to perform its obligations under this
        Assignment Agreement;

       

      (k)  The
        Assignor hereby represents and warrants that to the best of the Assignor’s
        knowledge, nothing has occurred in the period of time from the related Closing
        Date (as defined in the Agreement) to the date hereof which would cause such
        representation and warranties referred to in Exhibit A to be untrue in any
        material respect as of the date hereof;

       

      (l)  No
        Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act; and

       

      (m)  No
        Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
        terms are defined in Standard & Poor’s LEVELS Version 5.7(c) Glossary
        Revised, Appendix E).

       

      (n)  All
        Mortgage Loans were originated in compliance with all applicable laws,
        including, but not limited to, all applicable anti-predatory lending
        laws.

       

      2.
          Assignee
        warrants and represents to, and covenants with, Assignor and Company as of
        the
        date hereof:

       

      (a)  Assignee
        is a Delaware corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware and has all requisite power and
        authority to hold the Assigned Loans;

       

      (b)  Assignee
        has full power and authority to execute, deliver and perform its obligations
        under this Assignment Agreement, and to consummate the transactions set forth
        herein. The consummation of the transactions contemplated by this Assignment
        Agreement is in the ordinary course of Assignee’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignee’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignee is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignee or its property is subject. The execution, delivery
        and performance by Assignee of this Assignment Agreement and the consummation
        by
        it of the transactions contemplated hereby, have been duly authorized by
        all
        necessary corporate action on part of Assignee. This Assignment Agreement
        has
        been duly executed and delivered by Assignee and, upon the due authorization,
        execution and delivery by Assignor and Company, will constitute the valid
        and
        legally binding obligation of Assignee enforceable against Assignee in
        accordance with its terms except as enforceability may be limited by bankruptcy,
        reorganization, insolvency, moratorium or other similar laws now or hereafter
        in
        effect relating to creditors’ rights generally, and by general principles of
        equity regardless of whether enforceability is considered in a proceeding
        in
        equity or at law; 

       

      (c)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignee in connection with the execution, delivery or performance by Assignee
        of this Assignment Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (d)  There
        is
        no action, suit, proceeding, investigation or litigation pending or, to
        Assignee's knowledge, threatened, which either in any instance or in the
        aggregate, if determined adversely to Assignee, would adversely affect
        Assignee's execution or delivery of, or the enforceability of, this Assignment
        Agreement, or the Assignee's ability to perform its obligations under this
        Assignment Agreement;

       

      (e)  Assignee
        assumes for the benefit of each of the Assignor and the Company all of the
        rights of the Assignor under the Agreement with respect to the Assigned Loans;
        and

       

      (f)  The
        Assignee agrees to be bound, as purchaser, by all of the terms, covenants
        and
        conditions of the Agreement and the Assigned Loans, and from and after the
        date
        hereof, the Assignee assumes for the benefit of each of the Company and the
        Assignor all of the Assignor’s obligations as purchaser thereunder, with respect
        to the Assigned Loans.

       

      3.
          Company
        warrants and represents to, and covenant with, Assignor and Assignee as of
        the
        date hereof:

       

      (a)  The
        Agreement is in full force and effect as of the date hereof and the provisions
        of which have not been waived, further amended or modified in any respect,
        nor
        has any notice of termination been given thereunder; 

       

      (b)  Company
        is a national banking association duly organized, validly existing and in
        good
        standing under the laws of the United States, and has all requisite power
        and
        authority to service the Assigned Loans and otherwise to perform its obligations
        under the Agreement;

       

      (c)  Company
        has full power and authority to execute, deliver and perform its obligations
        under this Assignment Agreement, and to consummate the transactions set forth
        herein. The consummation of the transactions contemplated by this Assignment
        Agreement is in the ordinary course of Company’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Company’s charter or by-laws or any legal restriction, or any material agreement
        or instrument to which Company is now a party or by which it is bound, or
        result
        in the violation of any law, rule, regulation, order, judgment or decree
        to
        which Company or its property is subject. The execution, delivery and
        performance by Company of this Assignment Agreement and the consummation
        by it
        of the transactions contemplated hereby, have been duly authorized by all
        necessary action on the part of Company. This Assignment Agreement has been
        duly
        executed and delivered by Company, and, upon the due authorization, execution
        and delivery by Assignor and Assignee, will constitute the valid and legally
        binding obligation of Company, enforceable against Company in accordance
        with
        its terms except as enforceability may be limited by the effect of insolvency,
        liquidation, conservatorship and other similar laws administered by the Federal
        Deposit Insurance Corporation affecting the enforcement of contract obligations
        of insured banks and subject to the application of the rules of equity,
        including those respecting the availability of specific
        performance;

       

      (d)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Company in connection with the execution, delivery or performance by Company
        of
        this Assignment Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (e)  No
        event
        has occurred from the Closing Date to the date hereof which would render
        the
        representations and warranties as to the Company in Section 6(a) of the
        Agreement to be untrue in any material respect;

       

      (f)  Each
        of
        the representations and warranties regarding the Assigned Loans set forth
        in
        Section 6(b) of the Agreement (and attached hereto as Exhibit A) are true
        and
        correct as of the related Closing Date (as defined in the Agreement);
        and

       

      (g)  Neither
        this Assignment Agreement nor any certification, statement, report or other
        agreement, document or instrument furnished or to be furnished by the Company
        pursuant to this Assignment Agreement contains or will contain any materially
        untrue statement of fact or omits or will omit to state a fact necessary
        to make
        the statements contained therein not misleading.

       

      4.
          Assignor
        hereby agrees to indemnify and hold the Assignee (and its successors and
        assigns) harmless against any and all claims, losses, penalties, fines,
        forfeitures, legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that Assignee (and its successors and assigns) may sustain in
        any
        way related to any breach of the representations or warranties of Assignor
        set
        forth in this Assignment Agreement or the breach of any covenant or condition
        contained herein.

      
      

      
        Recognition
          of Assignee

      

       

      5.
          From
        and
        after the date hereof, the Company shall recognize Assignee as owner of the
        Assigned Loans, and acknowledges that the Assigned Loans will be further
        assigned by the Assignee to U.S. Bank National Association as trustee under
        the
        Pooling and Servicing Agreement, dated as of November 1, 2006 (the “Pooling and
        Servicing Agreement”), among the Citigroup Mortgage Loan Trust Inc. as depositor
        (the “Depositor”), Wells
        Fargo Bank, N.A. as servicer (the “Servicer”), Citibank, N.A. as trust
        administrator (the “Trust Administrator”) and U.S. Bank National Association as
        trustee (the “Trustee”)
        and
        further acknowledges that the Assigned Loans will be part of a REMIC, and
        will
        service the Assigned Loans in accordance with the Pooling and Servicing
        Agreement. It is the intention of Assignor, Company and Assignee that this
        Assignment Agreement shall be binding upon and for the benefit of the respective
        successors and assigns of the parties hereto. Neither Company nor Assignor
        shall
        amend or agree to amend, modify, waive, or otherwise alter any of the terms
        or
        provisions of the Agreement which amendment, modification, waiver or other
        alteration would in any way affect the Assigned Loans without the prior written
        consent of Assignee.

       

        Remedies
        for Breach of Representations and Warranties

       

      6.
          The
        Company hereby acknowledges and agrees that the remedies available to the
        Assignor, the Assignee and the Trust (including the Trustee and the Servicer
        acting on the Trust’s behalf) in connection with any breach of the
        representations and warranties made by the Company set forth in Section 3
        hereof
        shall be as set forth in Section 4(b) of the Agreement as if they were set
        forth
        herein (including without limitation the repurchase and indemnity obligations
        set forth therein).

       

      In
        addition to the foregoing, in the event that a breach of any representation
        of
        the Company materially and adversely affects the interests of the Assignor
        in
        any prepayment penalty or the collectability of such prepayment penalty,
        the
        Company shall pay the amount of the scheduled prepayment penalty to the Assignor
        upon the payoff of any related Assigned Loan.

       

      The
        Assignor hereby acknowledges and agrees that the remedies available to the
        Assignee and the Trust (including the Trustee and the Servicers acting on
        the
        Trust’s behalf) in connection with any breach of the representations and
        warranties made by the Assignor set forth in Section 4 hereof shall be as
        set
        forth in Section 2.03 of the Pooling Agreement as if they were set forth
        herein.

       

      Notwithstanding
        the foregoing, the Assignor may, at its option, satisfy any obligation of
        the
        Company with respect to any breach of representation and warranty made by
        the
        Company regarding the Mortgage Loans.

       

      In
        addition, the Company shall repurchase at the Purchase Price or Adjusted
        Purchase Price, as the case may be (each, as defined in the Commitment Letter,
        dated September 21, 2006, between Company and Assignor), all Assigned Loans
        that fail to make the first scheduled monthly payment due to the Assignor
        within thirty (30) days of when such payment is due (an “FPD”). In the event an
        FPD occurs, the repurchase price shall be equal to (i) the product of the
        Purchase Price or Adjusted Purchase Price percentage, as the case may be,
        and
        the Stated Principal Balance of the related Assigned Loan as of the date
        on
        which such repurchase is effective plus (ii) interest on such Stated Principal
        Balance at the Mortgage Loan Remittance Rate (as defined in the Agreement)
        from the Cut-off Date (as defined in the Agreement) through the last day of
        the month in which such repurchase is effective; provided, however,
        that any amounts in excess of the Purchase Price (as defined in the Pooling
        and Servicing Agreement) shall be remitted by the Company to the
        Assignor.
        

       

        Miscellaneous

       

      7.
          All
        demands, notices and communications related to the Assigned Loans, the
        Agreements and this Assignment Agreement shall be in writing and shall be
        deemed
        to have been duly given if personally delivered at or mailed by registered
        mail,
        postage prepaid, as follows:

       

      
        	(a)  	
                In
                  the case of Company:

              


      

                   
        WELLS FARGO BANK, N.A.

                    
        1 Home Campus

      Des
        Moines, Iowa 50328-0001

      Attention:
        John B. Brown, MAC X2302-033

      Facsimile:
        (515) 324-3118

      


      With
        a
        copy to :

      WELLS
        FARGO BANK, N.A.

      1
        Home
        Campus

      Des
        Moines, Iowa 50328-0001

      Attention:
        General Counsel, MAC X2401-06T

      Facsimile:
        (515) 213-5192

      


      
        	(b)  	
                In
                  the case of Assignor:

              


      

                    
        CITIGROUP GLOBAL MARKETS REALTY CORP.
              
        390
        Greenwich
        Street
                             
New
        York,
        New York
        10013
                             
Attention:
        Mortgage Finance
        Group
                            
Facsimile:
        (212)
        723-8604

       

      
        	(c)  	
                In
                  the case of Assignee:

              


      

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

      390
        Greenwich Street

      New
        York,
        New York 10013

      Attention:
        Mortgage Finance Group

      Facsimile:
        (212)
        723-8604

      


      8.
          Each
        party will pay any commissions it has incurred and the fees of its attorneys
        in
        connection with the negotiations for, documenting of and closing of the
        transactions contemplated by this Assignment Agreement.

       

      9.
          This
        Assignment Agreement shall be construed in accordance with the laws of the
        State
        of New York, without regard to conflicts of law principles, and the obligations,
        rights and remedies of the parties hereunder shall be determined in accordance
        with such laws.

       

      10.
          No
        term
        or provision of this Assignment Agreement may be waived or modified unless
        such
        waiver or modification is in writing and signed by the party against whom
        such
        waiver or modification is sought to be enforced.

       

      11.
          This
        Assignment Agreement shall inure to the benefit of the successors and assigns
        of
        the parties hereto. Any entity into which Assignor, Assignee or Company may
        be
        merged or consolidated shall, without the requirement for any further writing,
        be deemed Assignor, Assignee or Company, respectively, hereunder.

       

      12.
          This
        Assignment Agreement shall survive the conveyance of the Assigned Loans,
        the
        assignment of the Agreement to the extent of the Assigned Loans by Assignor
        to
        Assignee and the termination of the Agreement.

       

      13.
          This
        Assignment Agreement may be executed simultaneously in any number of
        counterparts. Each counterpart shall be deemed to be an original and all
        such
        counterparts shall constitute one and the same instrument.

       

      14.
          In
        the
        event that any provision of this Assignment Agreement conflicts with any
        provision of the Agreement with respect to the Assigned Loans, the terms
        of this
        Assignment Agreement shall control.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
        as
        of the day and year first above written.

       

      


      
        	
                CITIGROUP
                  GLOBAL MARKETS REALTY CORP. 

                as
                  Assignor

              
	 	 
	 	 
	
                By:

              	
                ___________________

              
	
                Name:

              	 
	
                Title:

              	 


      

       

       

      
        	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC.

                as
                  Assignee

              
	 	 
	 	 
	
                By:

              	
                ___________________

              
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      
        	
                WELLS
                  FARGO BANK, N.A.

                as
                  Company

              
	 	 
	 	 
	
                By:

              	
                ___________________

              
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      ATTACHMENT
        1

       

       

      ASSIGNED
        LOANS SCHEDULE

       

      Available
        Upon Request

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A

      


      Representations
        and Warranties

      


      Capitalized
        terms used in this Exhibit
        A
        but not defined in this Agreement shall have the meanings given to such terms
        in
        the Purchase Agreement.

      


      With
        respect to each Mortgage Loan:

      


               
(i)  Mortgage
        Loans as Described.

       

      The
        information set forth in the respective Mortgage Loan Schedule and the
        information contained on the Data File, delivered to the Purchaser is true
        and
        correct, provided that the Seller makes no representation or warranty as
        to the
        accuracy of Unverified Information;

      


      (ii) Payments
        Current.

      


      All
        payments required to be made up to the related Cut-off Date for the Mortgage
        Loan under the terms of the Mortgage Note have been made and credited. No
        payment under any Mortgage Loan has been 30 days delinquent more than one
        time
        within twelve (12) months prior to the related Closing Date;

      


      (iii) No
        Outstanding Charges.

      


      There
        are
        no defaults in complying with the terms of the Mortgages, and all taxes,
        governmental assessments, insurance premiums, leasehold payments, water,
        sewer
        and municipal charges, which previously became due and owing have been paid,
        or
        an escrow of funds has been established in an amount sufficient to pay for
        every
        such item which remains unpaid and which has been assessed but is not yet
        due
        and payable. The Seller has not advanced funds, or induced, or solicited
        directly or indirectly, the payment of any amount required under the Mortgage
        Loan, except for interest accruing from the date of the Mortgage Note or
        date of
        disbursement of the Mortgage Loan proceeds, whichever is later, to the day
        which
        precedes by one month the Due Date of the first installment of principal
        and
        interest;

      


      (iv) Original
        Terms Unmodified.

      


      The
        terms
        of the Mortgage Note and Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by a written instrument which has been recorded
        or registered with the MERS System, if necessary, to protect the interests
        of
        the Purchaser and which has been delivered to the Custodian. The substance
        of
        any such waiver, alteration or modification has been approved by the issuer
        of
        any related PMI Policy and the title insurer, to the extent required by the
        policy, and its terms are reflected on the related Mortgage Loan Schedule.
        No
        Mortgagor has been released, in whole or in part, except in connection with
        an
        assumption agreement approved by the issuer of any related PMI Policy and
        the
        title insurer, to the extent required by the policy, and which assumption
        agreement is part of the Custodial Mortgage File delivered to the Custodian
        and
        the terms of which are reflected in the related Mortgage Loan
        Schedule;

      


      (v) No
        Defenses.

      


      The
        Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
        or defense, including without limitation the defense of usury, nor will the
        operation of any of the terms of the Mortgage Note or the Mortgage, or the
        exercise of any right thereunder, render either the Mortgage Note or the
        Mortgage unenforceable, in whole or in part, or subject to any right of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto;

      


      (vi) No
        Satisfaction of Mortgage.

      


      The
        Mortgage has not been satisfied, canceled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, release, cancellation, subordination
        or
        rescission;

      


      (vii) Validity
        of Mortgage Documents.

      


      The
        Mortgage Note and the Mortgage and related documents are genuine, and each
        is
        the legal, valid and binding obligation of the maker thereof enforceable
        in
        accordance with its terms. All parties to the Mortgage Note and the Mortgage
        had
        legal capacity to enter into the Mortgage Loan and to execute and deliver
        the
        Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have
        been
        duly and properly executed by such parties.

      


      With
        respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge
        Agreement, and related documents are genuine, and each is the legal, valid
        and
        binding obligation of the maker thereof enforceable in accordance with its
        terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
        the
        Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
        of
        Proprietary Lease had legal capacity to enter into the Mortgage Loan and
        to
        execute and deliver such documents, and such documents have been duly and
        properly executed by such parties;

      


      (viii) No
        Fraud.

      


      No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of the Seller, or
        the
        Mortgagor (except with respect to the accuracy of Unverified Information),
        or to
        the best of the Seller’s knowledge, any appraiser, any builder, or any
        developer, or any other party involved in the origination of the Mortgage
        Loan
        or in the application of any insurance in relation to such Mortgage
        Loan;

      


      (ix) Compliance
        with Applicable Laws.

      


      Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth-in-lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity, disclosure or predatory and
        abusive
        lending laws applicable to the Mortgage Loan have been complied with. All
        inspections, licenses and certificates required to be made or issued with
        respect to all occupied portions of the Mortgaged Property and, with respect
        to
        the use and occupancy of the same, including, but not limited to, certificates
        of occupancy and fire underwriting certificates, have been made or obtained
        from
        the appropriate authorities;

      


      (x) Location
        and Type of Mortgaged Property.

      


      The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and consists of a contiguous parcel of real property with a
        detached single family residence erected thereon, or a two- to four-family
        dwelling, or an individual condominium unit in a condominium project, or
        an
        individual unit in a planned unit development, or a townhouse, or a cooperative,
        provided, however, that any condominium project or planned unit development
        shall conform with the applicable Fannie Mae or Freddie Mac requirements,
        or the
Underwriting
        Guidelines with respect to the Seller Mortgage Loans (other than the exceptions
        identified for Exception Mortgage Loans on the related Assignment and Conveyance
        Agreement) or the Third-Party Underwriting Guidelines with respect to
        Third-Party Mortgage Loans, as applicable,
        regarding such dwellings, and no residence or dwelling is a mobile home.
        As of
        the respective appraisal date for each Mortgaged Property, any Mortgaged
        Property being used for commercial purposes conforms to the Underwriting
        Guidelines with respect to the Seller Mortgage Loans (other than the exceptions
        identified for Exception Mortgage Loans on the related Assignment and Conveyance
        Agreement) or the Third-Party Underwriting Guidelines with respect to
        Third-Party Mortgage Loans, as applicable
        and, to
        the best of the Seller’s knowledge, since the date of such appraisal, no portion
        of the Mortgaged Property has been used for commercial purposes outside of
        the
Underwriting
        Guidelines with respect to the Seller Mortgage Loans (other than the exceptions
        identified for Exception Mortgage Loans on the related Assignment and Conveyance
        Agreement) or the Third-Party Underwriting Guidelines with respect to
        Third-Party Mortgage Loans, as applicable;

      


      (xi) Valid
        First Lien.

      


      The
        Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
        Property, including all buildings on the Mortgaged Property and all
        installations and mechanical, electrical, plumbing, heating and air conditioning
        systems located in or annexed to such buildings, and all additions, alterations
        and replacements made at any time with respect to the foregoing. The lien
        of the
        Mortgage is subject only to:

      


      (1) the
        lien
        of current real property taxes and assessments not yet due and
        payable;

      


      (2) covenants,
        conditions and restrictions, rights of way, easements and other matters of
        the
        public record as of the date of recording acceptable to mortgage lending
        institutions generally and specifically referred to in the lender's title
        insurance policy delivered to the originator of the Mortgage Loan and (i)
        referred to or otherwise considered in the appraisal made for the originator
        of
        the Mortgage Loan and (ii) which do not adversely affect the Appraised Value
        of
        the Mortgaged Property set forth in such appraisal; and

      


      (3) other
        matters to which like properties are commonly subject which do not materially
        interfere with the benefits of the security intended to be provided by the
        mortgage or the use, enjoyment, value or marketability of the related Mortgaged
        Property.

      


      Any
        security agreement, chattel mortgage or equivalent document related to and
        delivered in connection with the Mortgage Loan establishes and creates a
        valid,
        subsisting and enforceable first lien and first priority security interest
        on
        the property described therein and the Seller has full right to sell and
        assign
        the same to the Purchaser.

      


      With
        respect to each Cooperative Loan, each Pledge Agreement creates a valid,
        enforceable and subsisting first security interest in the Cooperative Shares
        and
        Proprietary Lease, subject only to (i) the lien of the related Cooperative
        for
        unpaid assessments representing the Mortgagor’s pro rata share of the
        Cooperative’s payments for its blanket mortgage, current and future real
        property taxes, insurance premiums, maintenance fees and other assessments
        to
        which like collateral is commonly subject and (ii) other matters to which
        like
        collateral is commonly subject which do not materially interfere with the
        benefits of the security intended to be provided by the Pledge Agreement;
        provided, however, that the appurtenant Proprietary Lease may be subordinated
        or
        otherwise subject to the lien of any mortgage on the Project; 

      


      (xii) Full
        Disbursement of Proceeds.

      


      The
        proceeds of the Mortgage Loan have been fully disbursed, except for escrows
        established or created due to seasonal weather conditions, and there is no
        requirement for future advances thereunder. All costs, fees and expenses
        incurred in making or closing the Mortgage Loan and the recording of the
        Mortgage were paid, and the Mortgagor is not entitled to any refund of any
        amounts paid or due under the Mortgage Note or Mortgage;

      


      (xiii) Consolidation
        of Future Advances.

      


      Any
        future advances made prior to the related Cut-off Date, have been consolidated
        with the outstanding principal amount secured by the Mortgage, and the secured
        principal amount, as consolidated, bears a single interest rate and single
        repayment term reflected on the related Mortgage Loan Schedule. The lien
        of the
        Mortgage securing the consolidated principal amount is expressly insured
        as
        having first lien priority (or second lien priority for each Mortgage Loan
        identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage
        Loan) by a title insurance policy, an endorsement to the policy insuring
        the
        mortgagee’s consolidated interest or by other title evidence acceptable to
        Fannie Mae or Freddie Mac; the consolidated principal amount does not exceed
        the
        original principal amount of the Mortgage Loan; the Seller shall not make
        future
        advances after the related Cut-off Date;

      


      (xiv) Ownership.

      


      The
        Seller is the sole owner of record and holder of the Mortgage Loans and the
        related Mortgage Note and the Mortgage are not assigned or pledged, and the
        Seller has good and marketable title thereto and has full right and authority
        to
        transfer and sell the Mortgage Loan to the Purchaser. The Seller is transferring
        the Mortgage Loan free and clear of any and all encumbrances, liens, pledges,
        equities, participation interests, claims, charges or security interests
        of any
        nature encumbering such Mortgage Loan;

      


      (xv) Origination/Doing
        Business.

      


      The
        Mortgage Loan was originated by a savings and loan association, a savings
        bank,
        a commercial bank, a credit union, an insurance company, or similar institution
        that is supervised and examined by a federal or state authority or by a
        mortgagee approved by the Secretary of Housing and Urban Development pursuant
        to
        Sections 203 and 211 of the National Housing Act. All parties which have
        had any
        interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
        otherwise, are (or, during the period in which they held and disposed of
        such
        interest, were) (1) in compliance with any and all applicable licensing
        requirements of the laws of the state wherein the Mortgaged Property is located,
        and (2) organized under the laws of such state, or (3) qualified to do business
        in such state, or (4) federal savings and loan associations or national banks
        having principal offices in such state, or (5) not doing business in such
        state;

      


      (xvi) LTV,
        PMI Policy.

      


      Each
        Mortgage Loan 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;

       

       

      (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), 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 subsections (xi) and (xlxii);

       

      (xxv) Deeds
        of Trust.

      


      In
        the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Mortgagee to the trustee under the deed of trust, except in
        connection with a trustee's sale after default by the Mortgagor;

      


      (xxvi) Acceptable
        Investment.

      


      The
        Seller has no knowledge of any circumstances or conditions with respect to
        the
        Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
        standing that can reasonably be expected to cause private institutional
        investors to regard the Mortgage Loan as an unacceptable investment, cause
        the
        Mortgage Loan to become delinquent, or adversely affect the value or
        marketability of the Mortgage Loan;

      


      (xxvii) Transfer
        of Mortgage Loans.

      


      If
        the
        Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon
        the
        insertion of the name of the assignee and recording information, is in
        recordable form and is acceptable for recording under the laws of the
        jurisdiction in which the Mortgaged Property is located;

      


      (xxviii) Mortgaged
        Property Undamaged.

      


      The
        Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
        windstorm, flood, tornado or other casualty so as to affect adversely the
        value
        of the Mortgaged Property as security for the Mortgage Loan or the use for
        which
        the premises were intended;

      


      (xxix) Collection
        Practices; Escrow Deposits.

      


      The
        origination, servicing and collection practices used with respect to the
        Mortgage Loan have been in accordance with Accepted Servicing Practices,
        and
        have been in all material respects legal and proper. With respect to escrow
        deposits and Escrow Payments, all such payments are in the possession of
        the
        Seller and there exist no deficiencies in connection therewith for which
        customary arrangements for repayment thereof have not been made. All Escrow
        Payments have been collected in full compliance with state and federal law.
        No
        escrow deposits or Escrow Payments or other charges or payments due the Seller
        have been capitalized under the Mortgage Note;

      


      (xxx) No
        Condemnation.

      


      There
        is
        no proceeding pending or to the best of the Seller’s knowledge threatened for
        the total or partial condemnation of the related Mortgaged
        Property;

      


      (xxxi) The
        Appraisal.

      


      The
        Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
        2055
        with interior inspections), of the related Mortgaged Property. The appraisal
        was
        conducted by an appraiser who had no interest, direct or indirect, in the
        Mortgaged Property or in any loan made on the security thereof; and whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan, and the appraisal and the appraiser both satisfy the applicable
        requirements of Title XI of the Financial Institution Reform, Recovery, and
        Enforcement Act of 1989 and the regulations promulgated thereunder, all as
        in
        effect on the date the Mortgage Loan was originated;

       

      (xxxii) Insurance.

      


      The
        Mortgaged Property securing each Mortgage Loan is insured by an insurer
        acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards
        as
        are covered under a standard extended coverage endorsement and such other
        hazards as are customary in the area where the Mortgaged Property is located
        pursuant to insurance policies conforming to the requirements of Section
        4.10 of
        the Servicing Agreement, in an amount which is at least equal to the lesser
        of
        (a) 100% of the insurable value, on a replacement cost basis, of the
        improvements on the related Mortgaged Property, or (b) the greater of (i)
        either
        (1) the outstanding principal balance of the Mortgage Loan with respect to
        each
        First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage
        Loan,
        the sum of the outstanding principal balance of the First Lien on such Mortgage
        Loan and the outstanding principal balance of such Second Lien Mortgage Loan,
        or
        (ii) an amount such that the proceeds of such insurance shall be sufficient
        to
        avoid the application to the Mortgagor or loss payee of any coinsurance clause
        under the policy. If the Mortgaged Property is a condominium unit, it is
        included under the coverage afforded by a blanket policy for the project.
        If the
        improvements on the Mortgaged Property are in an area identified in the Federal
        Register by the Federal Emergency Management Agency as having special flood
        hazards, a flood insurance policy meeting the requirements of the current
        guidelines of the Federal Insurance Administration is in effect with a generally
        acceptable insurance carrier, in an amount representing coverage not less
        than
        the least of (a) the outstanding principal balance of the Mortgage Loan with
        respect to each First Lien Mortgage Loan or with respect to each Second Lien
        Mortgage Loan, the sum of the outstanding principal balance of the First
        Lien on
        such Mortgage Loan and the outstanding principal balance of such Second Lien
        Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
        insurance which was available under the Flood Disaster Protection Act of
        1973,
        as amended. All individual insurance policies contain a standard mortgagee
        clause naming the Seller and its successors and assigns as mortgagee, and
        all
        premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
        to maintain a hazard insurance policy at the Mortgagor's cost and expense,
        and
        on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
        to
        obtain and maintain such insurance at such Mortgagor's cost and expense,
        and to
        seek reimbursement therefor from the Mortgagor. The hazard insurance policy
        is
        the valid and binding obligation of the insurer, is in full force and effect,
        and will be in full force and effect and inure to the benefit of the Purchaser
        upon the consummation of the transactions contemplated by this Agreement.
        The
        Seller has not acted or failed to act so as to impair the coverage of any
        such
        insurance policy or the validity, binding effect and enforceability
        thereof;

       

      
        
          (xxxiii)
            Servicemembers
            Civil Relief Act.

        

      

      


      The
        Mortgagor has not notified the Seller, and the Seller has no knowledge of
        any
        relief requested or allowed to the Mortgagor under the Servicemembers Civil
        Relief Act, as amended;

      


      (xxxiv) No
        Graduated Payments or Contingent Interest.

      


      The
        Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
        does not have a shared appreciation or other contingent interest
        feature;

       

      (xxxv) No
        Construction Loans.

      


      No
        Mortgage Loan was made in connection with (1) the construction or rehabilitation
        of a Mortgage Property or (2) facilitating the trade-in or exchange of a
        Mortgaged Property other than a construction-to-permanent loan which has
        converted to a permanent Mortgage Loan;

      


      
        
          (xxxvi)
            Underwriting.

        

      

      


      
        	(1)  	
                Each
                  Seller Mortgage Loan was underwritten in accordance with the Underwriting
                  Guidelines;

              


      

      


      
        	(2)  	
                Each
                  Third-Party Mortgage Loan was underwritten in accordance with the
                  Third-Party Underwriting Guidelines;


              


      

      


      
        	(3)  	
                Each
                  Exception Mortgage Loan was underwritten in accordance with the
                  Underwriting Guidelines, subject to the exceptions specified on
                  the
                  related Assignment and Conveyance Agreement;
                  and

              


      

      


      
        	(4)  	
                Each
                  Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
                  or
                  Fannie Mae;

              


      

      


      
        
          (xxxvii)
            Buydown
            Mortgage Loans.

        

      

      


      With
        respect to each Mortgage Loan that is a Buydown Mortgage Loan:

      


      
        	 	
                (1)

              	
                On
                  or before the date of origination of such Mortgage Loan, the Seller
                  and
                  the Mortgagor, or the Seller, the Mortgagor and the seller of the
                  Mortgaged Property or a third party entered into a Buydown Agreement.
                  The
                  Buydown Agreement provides that the seller of the Mortgaged Property
                  (or
                  third party) shall deliver to the Seller temporary Buydown Funds
                  in an
                  amount equal to the aggregate undiscounted amount of payments that,
                  when
                  added to the amount the Mortgagor on such Mortgage Loan is obligated
                  to
                  pay on each Due Date in accordance with the terms of the Buydown
                  Agreement, is equal to the full scheduled Monthly Payment due on
                  such
                  Mortgage Loan. The temporary Buydown Funds enable the Mortgagor
                  to qualify
                  for the Buydown Mortgage Loan. The effective interest rate of a
                  Buydown
                  Mortgage Loan if less than the interest rate set forth in the related
                  Mortgage Note will increase within the Buydown Period as provided
                  in the
                  related Buydown Agreement so that the effective interest rate will
                  be
                  equal to the interest rate as set forth in the related Mortgage
                  Note. The
                  Buydown Mortgage Loan satisfies the requirements of the Underwriting
                  Guidelines with respect to the Seller Mortgage Loans (other than
                  the
                  exceptions identified for Exception Mortgage Loans on the related
                  Assignment and Conveyance Agreement) or the Third-Party Underwriting
                  Guidelines with respect to Third-Party Mortgage Loans, as
                  applicable;

              


      

      


      
        	 	
                (2)

              	
                The
                  Mortgage and Mortgage Note reflect the permanent payment terms
                  rather than
                  the payment terms of the Buydown Agreement. The Buydown Agreement
                  provides
                  for the payment by the Mortgagor of the full amount of the Monthly
                  Payment
                  on any Due Date that the Buydown Funds are available. The Buydown
                  Funds
                  were not used to reduce the original principal balance of the Mortgage
                  Loan or to increase the Appraised Value of the Mortgage Property
                  when
                  calculating the Loan-to-Value Ratios for purposes of the Agreement
                  and, if
                  the Buydown Funds were provided by the Seller and if required under
                  Underwriting
                  Guidelines with respect to the Seller Mortgage Loans (other than
                  the
                  exceptions identified for Exception Mortgage Loans on the related
                  Assignment and Conveyance Agreement) or the Third-Party Underwriting
                  Guidelines with respect to Third-Party Mortgage Loans, as
                  applicable,
                  the terms of the Buydown Agreement were disclosed to the appraiser
                  of the
                  Mortgaged Property;

              


      

      


      
        	 	
                (3)

              	
                The
                  Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
                  makes a principal payment for the outstanding balance of the Mortgage
                  Loan; and

              


      

       

      
        


        
          	 	
                  (4)

                	
                  
                    As
                      of the date of origination of the Mortgage Loan, the provisions
                      of the
                      related Buydown Agreement complied with the Underwriting
                      Guidelines (other than the exceptions identified for Exception
                      Mortgage
                      Loans on the related Assignment and Conveyance Agreement) or
                      the
                      Third-Party Underwriting Guidelines, as applicable
                      regarding buydown agreements;

                  

                


        

         

      

      
        
          (xxxviii)
            Cooperative
            Loans.

        

      

      


      With
        respect to each Cooperative Loan:

      


      
        	 	
                (1)

              	
                The
                  Cooperative Shares are held by a person as a tenant-stockholder
                  in a
                  Cooperative. Each original UCC financing statement, continuation
                  statement
                  or other governmental filing or recordation necessary to create
                  or
                  preserve the perfection and priority of the first lien and security
                  interest in the Cooperative Loan and Proprietary Lease has been
                  timely and
                  properly made. Any security agreement, chattel mortgage or equivalent
                  document related to the Cooperative Loan and delivered to Purchaser
                  or its
                  designee establishes in Purchaser a valid and subsisting perfected
                  first
                  lien on and security interest in the Mortgaged Property described
                  therein,
                  and Purchaser has full right to sell and assign the
                  same;

              


      

      


      
        	 	
                (2)

              	
                A
                  Cooperative Lien Search has been made by a company competent to
                  make the
                  same which company is acceptable to Fannie Mae or Freddie Mac and
                  qualified to do business in the jurisdiction where the Cooperative
                  is
                  located;

              


      

      


      
        	 	
                (3)

              	
                (i)
                  The term of the related Proprietary Lease is not less than the
                  terms of
                  the Cooperative Loan; (ii) there is no provision in any Proprietary
                  Lease
                  which requires the Mortgagor to offer for sale the Cooperative
                  Shares
                  owned by such Mortgagor first to the Cooperative; (iii) there is
                  no
                  prohibition in any Proprietary Lease against pledging the Cooperative
                  Shares or assigning the Proprietary Lease; (iv) the Cooperative
                  has been
                  created and exists in full compliance with the requirements for
                  residential cooperatives in the jurisdiction in which the Project
                  is
                  located and qualifies as a cooperative housing corporation under
                  Section
                  210 of the Code; (v) the Recognition Agreement is on a form published
                  by
                  Aztech Document Services, Inc. or includes similar provisions;
                  and (vi)
                  the Cooperative has good and marketable title to the Project, and
                  owns the
                  Project either in fee simple; such title is free and clear of any
                  adverse
                  liens or encumbrances, except the lien of any blanket
                  mortgage;

              


      

       

      
        
          	 	
                  (4)

                	
                  
                    The
                      Seller has the right under the terms of the Mortgage Note,
                      Pledge
                      Agreement and Recognition Agreement to pay any maintenance
                      charges or
                      assessments owed by the Mortgagor;
                      and

                  

                


        

         

        
          
            	 	
                    (5)

                  	
                    
                      Each
                        Stock Power (i) has all signatures guaranteed or (ii) if
                        all signatures
                        are not guaranteed, then such Cooperative Shares will be
                        transferred by
                        the stock transfer agent of the Cooperative if the Seller
                        undertakes to
                        convert the ownership of the collateral securing the related
                        Cooperative
                        Loan.;

                    

                  


          

        

      

       

      (xxxix) HOEPA.

      


      No
        Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state
        or
        local law, as determined without giving effect to any available federal
        preemption, other than any exemptions specifically provided for in the relevant
        state or local law);

      


      (xl) Anti-Money
        Laundering Laws.

      


      The
        Seller has complied with all applicable anti-money laundering laws and
        regulations, (the "Anti-Money Laundering Laws"), and has established an
        anti-money laundering compliance program as required by the Anti-Money
        Laundering Laws;

      


      (xli) Bankruptcy.

      


      
        	 	 	
                No
                  Mortgagor was a debtor in any state or federal bankruptcy or insolvency
                  proceeding as of the date the Mortgage Loan was closed and the
                  proceeds of
                  the Mortgage Loan were distributed;


              


      

      


      (xlii) Due
        on
        Sale.

      


      The
        Mortgage or Mortgage Note contains an enforceable provision, to the extent
        not
        prohibited by federal law, for the acceleration of the payment of the unpaid
        principal balance of the Mortgage Loan in the event that the Mortgaged Property
        is sold or transferred without the prior written consent of the Mortgagee
        thereunder, provided that, with respect to Mortgage Notes which bear an
        adjustable rate of interest, such provision shall not be enforceable if the
        Mortgagor causes to be submitted to the Seller to evaluate the intended
        transferee as if a new Mortgage Loan were being made to such transferee,
        and the
        Seller reasonably determines that the security will not be impaired by such
        Mortgage Loan assumption and that the risk of breach of any covenant or
        agreement in such Mortgage is acceptable to the Purchaser;

      


      (xliii) Credit
        Reporting.

      


      With
        respect to each Mortgage Loan, the Seller has furnished complete information
        on
        the related borrower credit files to Equifax, Experian and Trans Union Credit
        Information Seller, in accordance with the Fair Credit Reporting Act and
        its
        implementing regulations; 

      


      (xliv) Delivery
        of Custodial Mortgage Files.

      


      The
        Mortgage Loan Documents contained in the Custodial Mortgage File required
        to be
        delivered by the Seller have been delivered to the Custodian. The Seller
        is in
        possession of a complete, true and accurate Retained Mortgage File, except
        for
        such documents where the originals of which have been sent for
        recordation;

      


      (xlv) Single
        Premium Credit Life Insurance.

      


      No
        Mortgagor has been offered or required to purchase single premium credit
        insurance in connection with the origination of the Mortgage Loan;

      


      (xlvi) Payment
        in Full.

      


      The
        Seller had no knowledge, at the time of origination of the Mortgage Loan,
        of any
        fact that should have led it to expect that such Mortgage Loan would not
        be paid
        in full when due; 

      


      (xlvii) MERS
        Mortgage Loans.

      


      With
        respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
        Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to
        MERS,
        the Mortgage or the related Assignment of Mortgage to MERS has been duly
        and
        properly recorded on MERS, and the transfer to the Purchaser has been properly
        reflected in the MERS System pursuant to the Purchaser’s registration
        instructions; 

      


      (xlviii) Leasehold
        Estates.

      


      With
        respect to each Mortgage Loan secured in whole or in part by the interest
        of the
        Mortgagor as a lessee under a ground lease of the related Mortgaged Property
        (a
“Ground Lease”) and not be a fee interest in such Mortgaged
        Property:

      


      
        	 	
                (1)

              	
                The
                  Mortgagor is the owner of a valid and subsisting interest as tenant
                  under
                  the Ground Lease;

              


      

      


      
        	 	
                (2)

              	
                The
                  Ground Lease is in full force and effect, unmodified and not supplement by
                  any writing;

              


      

       

      
        	 	
                (3)

              	
                The
                  Mortgagor is not in default under any provision of the
                  lease;

              


      

      


      
        	 	
                (4)

              	
                The
                  lessor under the Ground Lease is not in default under any of the
                  terms or
                  provisions thereof on the part of the lessor to be observed or
                  performed;

              


      

       

      
        	 	
                (5)

              	
                The
                  term of the Ground Lease exceeds the maturity date of the related
                  Mortgage
                  Loan by at least five (5) years;

              


      

       

      
        	 	
                (6)

              	
                The
                  Mortgagee under the Mortgage Loan is given at least sixty (60)
                  days’
                  notice of any default and an opportunity to cure any defaults under
                  the
                  Ground Lease or to take over the Mortgagor’s rights under the Ground
                  Lease;

              


      

       

      
        	 	
                (7)

              	
                
                  The
                    Ground Lease does not contain any default provisions that could
                    result in
                    forfeiture or termination of the Ground Lease except for non-payment
                    of
                    the Ground Lease or a court
                    order.

                

              


      

       

      
        	 	
                (8)

              	
                
                  The
                    Ground Lease provides that the leasehold can be transferred,
                    mortgaged and
                    sublet an unlimited number of times either without restriction
                    or on
                    payment of a reasonable fee and delivery of reasonable documentation
                    to
                    the lessor;

                

              


      

       

      
        	 	
                (9)

              	
                
                  The
                    Ground Lease or a memorandum thereof has been recorded and by
                    its terms
                    permits the leasehold estate to be mortgaged;
                    and

                

              


      

       

      
        	 	
                (10)

              	
                
                  The
                    execution, delivery and performance of the Mortgage do not require
                    consent
                    (other than those consents which have been obtained and are in
                    full force
                    and effect) under, and will not contravene any provision of or
                    cause a
                    default under, the Ground Lease;

                

              


      

       

      (xlix) Mixed-Use
        Property.

      


      No
        Mortgaged Property shall be used solely for commercial purposes. With respect
        to
        any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property
        is a single family dwelling, (ii) any commercial use of the Mortgaged Property
        represents a legal, permissible use of the Mortgaged Property under federal,
        state and local laws and ordinances; (iii) the Mortgagor is both the owner
        and
        the operator of the business conducted on the Mortgaged Property; and (iv)
        income from the business use of the Mortgaged Property was not taken into
        account in determining the Appraised Value of the Mortgaged Property. The
        Mortgaged Property with respect to each mixed-use property is in material
        compliance with all applicable environmental laws pertaining to environmental
        hazards and neither the 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);

      


      
        	 	
                (xlxi)Prepayment
                  Charge Amount and Duration.
                  

              


      

      


      Each
        such
        Prepayment Charge is in an amount equal to the maximum amount permitted under
        applicable law and no Mortgage Loan originated on or after October 1, 2002
        provides for the payment of a Prepayment Penalty beyond the three-year term
        following the origination of the Mortgage Loan. No Mortgage Loan
        originated prior to such date provides for the payment of a Prepayment Penalty
        beyond the five-year term following the origination of the Mortgage Loan;
        

      


      (xlxii) Valid
        Second Lien.

       

      With
        respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
        and enforceable Second Lien on the Mortgaged Property, including all buildings
        on the Mortgaged Property and all installations and mechanical, electrical,
        plumbing, heating and air conditioning systems located in or annexed to such
        buildings, and all additions, alterations and replacements made at any time
        with
        respect to the foregoing. The lien of such Mortgage is subject only
        to:

       

      
        	 	
                (1)

              	
                the
                  lien of current real property taxes and assessments not yet due
                  and
                  payable;

              


      

       

      
        	 	
                (2)

              	
                superior
                  position mortgage lien(s) acceptable in accordance with the Underwriting
                  Guidelines with respect to the Seller Mortgage Loans (other than
                  the
                  exceptions identified for Exception Mortgage Loans on the related
                  Assignment and Conveyance Agreement) or the Third-Party Underwriting
                  Guidelines with respect to Third-Party Mortgage Loans, as
                  applicable;

              


      

       

      
        	 	
                (3)

              	
                covenants,
                  conditions and restrictions, rights of way, easements and other
                  matters of
                  the public record as of the date of recording acceptable to mortgage
                  lending institutions in accordance with Accepted Servicing Practices
                  and
                  (i) referred to or otherwise considered in the appraisal and (ii)
                  which do
                  not adversely affect the Appraised Value;
                  and

              


      

       

      
        	 	
                (4)

              	
                other
                  matters to which like properties are commonly subject which do
                  not
                  materially interfere with the benefits of the security intended
                  to be
                  provided by the mortgage or the use, enjoyment, value or marketability
                  of
                  the related Mortgaged Property.

              


      

       

      
        Any
          security agreement, chattel mortgage or equivalent document related
          to and delivered in connection with such Mortgage Loan establishes and
          creates a
          valid, subsisting, and enforceable Second Lien and second lien security
          interest
          on the property described herein and the Seller 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) if the related First Lien Mortgage
          Loan provides for negative amortization, the LTV was calculated at the
          maximum
          principal balance of such First Lien that could result upon application
          of such
          negative amortization feature, (d) 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 and (e) 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;

      

      (xlxiii) Manufactured
        Housing.

      


      No
        Mortgage Loan is secured by manufactured housing;

      


      (xlxiv) New
        Jersey Purchase Money Second Lien Mortgage Loans.

      


      With
        respect to any purchase money Second Lien Mortgage Loans subject to the New
        Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one
        hundred
        percent of the amount financed was used for the purchase of the related
        Mortgaged Property;

      


      (xlxv)
        Prepayment
        Penalties.

       

      Each
        prepayment penalty with respect to any Assigned Loan is permissible, enforceable
        and collectible under applicable federal, state and local law and each such
        prepayment penalty actually charged to the related borrower is in accordance
        with the prepayment penalty matrices set forth in Exhibit B.

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      Prepayment
        Penalty Matrix

      


      


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    TO:     Citibank
      West

        
      5280 Corporate Drive

        
      MS 0052

        
      Frederick, MD 21703

     

    

      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of November 1, 2006, among Citigroup
                  Mortgage Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A.
                  as
                  Servicer, Citibank, N.A.
                  as Trust Administrator and U.S. Bank National Association as
                  Trustee

              


      

    

     

     

    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for the Owner pursuant to the above-captioned Agreement, we request the release,
      and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
      Loan described below, for the reason indicated.

     

    Mortgage
      Loan Number:

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              ______________

            	
              1.

            	
              Mortgage
                Paid in Full

            
	
              ______________

            	
              2.

            	
              Foreclosure

            
	
              ______________

            	
              3.

            	
              Substitution

            
	
              ______________

            	
              4.

            	
              Other
                Liquidation (Repurchases, etc.)

            
	
              ______________

            	
              5.

            	
              Nonliquidation

            


    

    


     

    Reason:______________________________________________

     

    Address
      to which Trustee should

    Deliver
      the Custodian's Mortgage File:

     

    [____________]

    [____________]

     

    


    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              Issuer:

            	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Address:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              Date:

            	 	 	 


    

    


     

    Trustee

     

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

     

    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              _____________________________________

            	 
	
              Signature

            	
              Date

            
	 	 
	
              Documents
                returned to Trustee:

            	 
	 	 
	
              ____________________________________

            	 
	
              Trustee

            	
              Date

            


    

    


    


    


     

    


    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

    


    Citibank,
      N.A.
388
      Greenwich Street, 14th Floor
New
      York,
      NY 10013

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through
                Certificates,
                Series 2006-WFHE4, Class , representing a % Class Percentage
                Interest

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      ________________ (the “Transferee”) of the captioned mortgage pass-through
      certificates (the “Certificates”), the Transferor hereby certifies as
      follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement dated as of November 1, 2006, among
      Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A. as
      Servicer, Citibank, N.A. as trust administrator and U.S. Bank National
      Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to
      which Pooling and Servicing Agreement the Certificates were issued.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [Transferor]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th Floor

    New
      York,
      NY 10013

     

    
      	 	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through
                Certificates,
                Class, Series 2006-WFHE4, representing a % Percentage
                Interest  

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________ (the “Transferor”) on
      the date hereof of the captioned trust certificates (the “Certificates”),
      _______________ (the “Transferee”) hereby certifies as follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement dated as of
      November 1, 2006, among Citigroup Mortgage Loan Trust Inc., as Depositor, Wells
      Fargo Bank, N.A. as Servicer, Citibank, N.A. as trust administrator and U.S.
      Bank National Association as Trustee ,
      pursuant to which the Certificates were issued.

     

    
      	 	 	 	 	 	 	 	
              [Transferee]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      1 TO EXHIBIT F

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with
      respect to the mortgage pass-through certificates
      (the
“Certificates”) described in the Transferee Certificate to which this
      certification relates and to which this certification is an Annex:

     

    
      	 	
              1.

            	
              As
                indicated below, the undersigned is the President, Chief Financial
                Officer, Senior Vice President or other executive officer of the
                entity
                purchasing the Certificates (the “Transferee”).

            
	 	
              2.

            	
              In
                connection with purchases by the Transferee, the Transferee is a
                “qualified institutional buyer” as that term is defined in Rule 144A under
                the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
                and/or invested on a discretionary basis
                $______________________1 
                in
                securities (except for the excluded securities referred to below)
                as of
                the end of the Transferee's most recent fiscal year (such amount
                being
                calculated in accordance with Rule 144A) and (ii) the Transferee
                satisfies
                the criteria in the category marked below.

            
	 	
              ___

            	
              CORPORATION,
                ETC. The Transferee is a corporation (other than a bank, savings
                and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

            
	 	
              ___

            	
              BANK.
                The Transferee (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least $25,000,000 as demonstrated in its latest annual financial
                statements, a copy of which is attached hereto.

            
	 	
              ___

            	
              SAVINGS
                AND LOAN. The Transferee (a) is a savings and loan association, building
                and loan association, cooperative bank, homestead association or
                similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least

            
	 	
              ___

            	
              BROKER-DEALER.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            
	 	
              ___

            	
              INSURANCE
                COMPANY. The Transferee is an insurance company whose primary and
                predominant business activity is the writing of insurance or the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of
                Columbia.

            
	 	
              ___

            	
              STATE
                OR LOCAL PLAN. The Transferee is a plan established and maintained
                by a
                State, its political subdivisions, or any agency or instrumentality
                of the
                State or its political subdivisions, for the benefit of its
                employees.

            
	 	
              ___

            	
              ERISA
                PLAN. The Transferee is an employee benefit plan within the meaning
                of
                Title I of the Employee Retirement Income Security Act of
                1974.

            
	 	
              ___

            	
              INVESTMENT
                ADVISOR. The Transferee is an investment advisor registered under
                the
                Investment Advisers Act of 1940.

            
	 	
              3.

            	
              The
                term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
                issuers that are affiliated with the Transferee, (ii) securities
                that are
                part of an unsold allotment to or subscription by the Transferee,
                if the
                Transferee is a dealer, (iii) securities issued or guaranteed by
                the U.S.
                or any instrumentality thereof, (iv) bank deposit notes and certificates
                of deposit, (v) loan participations, (vi) repurchase agreements,
                (vii)
                securities owned but subject to a repurchase agreement and (viii)
                currency, interest rate and commodity swaps.

            
	 	
              4.

            	
              For
                purposes of determining the aggregate amount of securities owned
                and/or
                invested on a discretionary basis by the Transferee, the Transferee
                used
                the cost of such securities to the Transferee and did not include
                any of
                the securities referred to in the preceding paragraph. Further, in
                determining such aggregate amount, the Transferee may have included
                securities owned by subsidiaries of the Transferee, but only if such
                subsidiaries are consolidated with the Transferee in its financial
                statements prepared in accordance with generally accepted accounting
                principles and if the investments of such subsidiaries are managed
                under
                the Transferee's direction. However, such securities were not included
                if
                the Transferee is a majority-owned, consolidated subsidiary of another
                enterprise and the Transferee is not itself a reporting company under
                the
                Securities Exchange Act of 1934.

            
	 	
              5.

            	
              The
                Transferee acknowledges that it is familiar with Rule 144A and understands
                that the Transferor and other parties related to the Certificates
                are
                relying and will continue to rely on the statements made herein because
                one or more sales to the Transferee may be in reliance on Rule
                144A.

            


    

    


    
      	
              ___

              Yes

            	
              ___

              No

            	
              Will
                the Transferee be purchasing the Certificates only for the Transferee's
                own account?

            


    

    


    
      	 	
              6.

            	
              If
                the answer to the foregoing question is “no”, the Transferee agrees that,
                in connection with any purchase of securities sold to the Transferee
                for
                the account of a third party (including any separate account) in
                reliance
                on Rule 144A, the Transferee will only purchase for the account of
                a third
                party that at the time is a “qualified institutional buyer” within the
                meaning of Rule 144A. In addition, the Transferee agrees that the
                Transferee will not purchase securities for a third party unless
                the
                Transferee has obtained a current representation letter from such
                third
                party or taken other appropriate steps contemplated by Rule 144A
                to
                conclude that such third party independently meets the definition
                of
                “qualified institutional buyer” set forth in Rule 144A.

            
	 	
              7.

            	
              The
                Transferee will notify each of the parties to which this certification
                is
                made of any changes in the information and conclusions herein. Until
                such
                notice is given, the Transferee's purchase of the Certificates will
                constitute a reaffirmation of this certification as of the date of
                such
                purchase. In addition, if the Transferee is a bank or savings and
                loan as
                provided above, the Transferee agrees that it will furnish to such
                parties
                updated annual financial statements promptly after they become
                available.

            
	 	 	 
	 	 	 


    

     

    
      ______________
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.

    

    
 

    
      	
              Dated:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      2 TO EXHIBIT F

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
      the mortgage pass- through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    1.  As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2.  In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee's Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee's most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee's Family of Investment Companies, the cost of
      such
      securities was used.

     

    ____
      The
      Transferee owned $___________________ in securities (other than the excluded
      securities referred to below) as of the end of the Transferee's most recent
      fiscal year (such amount being calculated in accordance with Rule
      144A).

     

    ____
      The
      Transferee is part of a Family of Investment Companies which owned in the
      aggregate $______________ in securities (other than the excluded securities
      referred to below) as of the end of the Transferee's most recent fiscal year
      (such amount being calculated in accordance with Rule 144A).

     

    3.  The
      term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
      investment companies (or series thereof) that have the same investment adviser
      or investment advisers that are affiliated (by virtue of being majority owned
      subsidiaries of the same parent or because one investment adviser is a majority
      owned subsidiary of the other).

     

    4.  The
      term
“SECURITIES” as used herein does not include (i) securities of issuers that are
      affiliated with the Transferee or are part of the Transferee's Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5.  The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee's own account.

     

    6.  The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee's purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    
      	 	 	 	 	 	 	 	
              Dated:

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee or Advisor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              IF
                AN ADVISER:

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    FORM
      OF TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    
      	
              1.

            	
              I
                am an executive officer of the Purchaser.

            
	
              2.

            	
              The
                Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
                (“Rule 144A”) under the Securities Act of 1933, as
                amended.

            
	
              3.

            	
              As
                of the date specified below (which is not earlier than the last day
                of the
                Purchaser's most recent fiscal year), the amount of “securities”, computed
                for purposes of Rule 144A, owned and invested on a discretionary
                basis by
                the Purchaser was in excess of
                $100,000,000.

            


    

    


    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Name
                of Purchaser

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Date
                of this certificate:

            
	 	 	 	 	 	 	
              Date
                of information provided in paragraph
                3

            


    

    


    


    


    EXHIBIT
      F-2

    


     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.  The
      undersigned is an officer of, the proposed Transferee of an Ownership Interest
      in a Residual Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement dated as of November 1, 2006
      (the “Agreement”),
      among
      Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
      Wells
      Fargo Bank, N.A. as Servicer, (the “Servicer”), Citibank, N.A. as trust
      administrator and U.S. Bank National Association, as trustee (the “Trustee”).
      Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
      shall have the meanings ascribed to such terms in the Agreement. The Transferee
      has authorized the undersigned to make this affidavit on behalf of the
      Transferee for the benefit of the Depositor and the Trustee.

     

    2.  The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3.  The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4.  The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5.  The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(d) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6.  The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
      a
      certificate substantially in the form set forth as Exhibit L to the
      Agreement (a “Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7.  The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.

     

    8.  The
      Transferee’s taxpayer identification number is ___________.

     

    9.  The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10.  The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11.  The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12.  Check
      one
      of the following:

     

      o
The
      present value of
      the anticipated tax liabilities associated with holding the Certificate, as
      applicable, does not exceed the sum of:

     

    
      	 	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    
      	 	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

      o
The
      transfer of the Certificate complies
      with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
      accordingly,

     

    
      	 	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    
      	 	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

      o
None
      of the above.

     

    13.  The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
          
      day
      of
                  ,
      20  .

     

    


    
      	 	 	 	 	 	 	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    


     

    [Corporate
      Seal]

     

    ATTEST:

    
      	 


    

    [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    __________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1.  I
      am a
      ____________________ of ____________________________ (the “Owner”), a
      corporation duly organized and existing under the laws of ______________, on
      behalf of whom I make this affidavit.

     

    2.  The
      Owner
      is not transferring the Class R Certificates or Class R-X Certificates (the
      “Residual Certificates”) to impede the assessment or collection of any
      tax.

     

    3.  The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4.  The
      Owner
      understands that the Purchaser has delivered to the Trustee a transfer affidavit
      and agreement in the form attached to the Pooling and Servicing Agreement as
      Exhibit F-2. The Owner does not know or believe that any representation
      contained therein is false.

     

    5.  At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6.  Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of ___________,
      20__.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:  [Vice]
                President

            


    

    


    
      	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              ATTEST

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:  [Assistant]
                Secretary

            


    

    


     

    Personally
      appeared before me the above-named , known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the Owner,
      and acknowledged to me that [he/she] executed the same as [his/her] free act
      and
      deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	 
	 	
              County
                of _________________________

            
	 	
              State
                of ___________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    


     

    


    EXHIBIT
      G

     

    FORM
      OF
      CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

     

    [Date]

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th
      Floor

    New
      York,
      NY 10013

     

    
      	Re:	
              Citigroup
                Mortgage Loan Trust Inc.
Asset-Backed Pass-Through Certificates,
                Series 2006-WFHE4, Mortgage Class


            


    

     

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
      Mortgage Loan Trust, Series 2006-WFHE4, Mortgage Pass-Through Certificates,
      Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and
      Servicing Agreement dated as of November 1, 2006 (the “Agreement”),
      among
      Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
      Wells
      Fargo Bank, N.A. as Servicer, (the “Servicer”), Citibank, N.A. as trust
      administrator and U.S. Bank National Association, as trustee (the “Trustee”).
      Capitalized terms used herein and not otherwise defined shall have the meanings
      assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
      certifies, represents and warrants to, and covenants with the Depositor, the
      Trustee and the Servicer that:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets within
      the meaning of the DOL regulation at 29 C.F.R.ss. 2510.3-101.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    


    


    EXHIBIT
      H-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust, Series 2006-WFHE4

              Asset
                Backed Pass-Through Certificates, Series
                2006-WFHE4

            


    

    


     

    I,
      _________, certify that:

     

    l. I
      have
      reviewed this annual report on Form 10-K, and all reports on Form 10-D required
      to be filed in respect of the period covered by this report on Form 10-K of
      Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series
      2006-WFHE4 (the “Exchange Act periodic reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under Form 10-D for the period covered by this report is included
      in the Exchange Act periodic reports;

     

    4. Based
      on
      my knowledge and upon the annual compliance statement required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      periodic reports, the Servicer has fulfilled each of its obligations under
      the
      servicing agreement; and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Wells Fargo Bank, N.A. and Citibank,
      N.A.

     

    Date:
      [__], 2006

    


     

    


    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST, INC.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    EXHIBIT
      H-2

     

    FORM
      CERTIFICATION TO BE

     

    PROVIDED
      TO DEPOSITOR BY THE TRUST ADMINISTRATOR

     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust, Series 2006-WFHE4

              Asset
                Backed Pass-Through Certificates, Series
                2006-WFHE4

            


    

    


    The
      Trust
      Administrator of the Trust, hereby certifies to Citigroup Mortgage Loan Trust
      Inc. (the “Depositor”), and its officers, directors and affiliates, and with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    1. The
      Trust
      Administrator has reviewed the annual report on Form 10-K for the fiscal year
      [___], and all reports on Form 10-D required to be filed in respect of the
      period covered by such Form 10-K of the Depositor relating to the
      above-referenced trust (the “Exchange Act periodic reports”);

     

    2. Based
      on
      the Trust Administrator’s knowledge, the information in the distribution reports
      prepared by the Trust Administrator, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which such
      statements were made, not misleading as of the last day of the period covered
      by
      that annual report; and

     

    3. The
      information provided by the Trust Administrator pursuant to Sections 3.21 and
      4.07 (solely with respect to information about the Trust Administrator) does
      not
      contain any untrue statement of material fact.

     

    4. Based
      on
      the Trust Administrator’s knowledge, the distribution information required to be
      provided by the Trust Administrator under the Pooling and Servicing Agreement
      is
      included in the Exchange Act periodic reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated November 1, 2006 (the “Pooling and
      Servicing Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A.
      as Servicer, Citibank, N.A. as trust administrator and U.S. Bank National
      Association as trustee.

     

    


     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., 

              as
                Trust Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    


    EXHIBIT
      H-3

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE SERVICER

     

    


     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust, Series 2006-WFHE4

              Asset
                Backed Pass-Through Certificates, Series
                2006-WFHE4

            


    

    


     

    I,
      [identify the certifying individual], acting of [Wells Fargo Bank, N.A. (“Wells
      Fargo”)], certify to Citigroup Mortgage Loan Trust, Inc. (the “Depositor”), the
      Trust Administrator and their respective officers, directors and affiliates,
      and
      with the knowledge and intent that they will rely upon this certification,
      that:

     

    1. I
      have
      reviewed the information provided to the Trust Administrator by the Servicer
      pursuant to the Pooling and Servicing Agreement and included in the annual
      report on Form 10-K for the fiscal year [___], and all reports on Form 10-D
      required to be filed in respect of the period covered by such Form 10-K of
      the
      Depositor relating to the above-referenced trust (the “Exchange Act periodic
      reports”) (the “Servicing Information”);

     

    2. Based
      on
      my knowledge, the Servicing Information in the Exchange Act periodic reports,
      taken as a whole, does not contain any untrue statement of a material fact
      or
      omit to state a material fact necessary to make the statements made, in light
      of
      the circumstances under which such statements were made, not misleading as
      of
      the last day of the period covered by that annual report;

     

    3. Based
      on
      my knowledge, the Servicing Information required to be provided to the Trust
      Administrator by the Servicer has been provided as required under the Pooling
      and Servicing Agreement;

     

    4. I
      am
      responsible for reviewing the activities performed by the Servicer under the
      Pooling and Servicing Agreement and based upon the review required under the
      Pooling and Servicing Agreement, and except as disclosed to the Depositor and
      the Trust Administrator, the Servicer has fulfilled in all material respects
      its
      obligations under the Pooling and Servicing Agreement; and

     

    5. I
      have
      disclosed to the Servicer’s certified public accountants and the Depositor all
      significant deficiencies relating to the Servicer’s compliance with the
      Servicing Criteria as set forth in the Pooling and Servicing
      Agreement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein have the meanings ascribed to them in
      the

    Pooling
      and Servicing Agreement, dated November 1, 2006 (the “Pooling and Servicing
      Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A. as
      servicer, Citibank, N.A. as trust administrator and U.S. Bank National
      Association as trustee.

     

    
      	 	 	 	 	 	 	 	
              [WELLS
                FARGO BANK, N.A.] 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      I

    


    FORM
      OF
      CAP CONTRACT

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      SWISS
        RE FINANCIAL PRODUCTS CORPORATION

      55
        East
        52nd
        Street

      New
        York,
        New York 10055

      Fax:
        (917) 322-7322/Phone: (212) 407-7322

      


      


      
        	
                DATE:

              	
                November
                  30, 2006

              
	 	 
	
                TO:

              	
                Citibank,
                  N.A., in its capacity as cap trustee for the trust created pursuant
                  to the
                  Cap Administration Agreement (the “Cap Trust”) with respect to the
                  Citigroup Mortgage Loan Trust 2006-WFHE4,
                  Asset-Backed Pass-Through Certificates, Series 2006-WFHE4 (the
“Trustee”)
                  (“Party B”)

              
	 	
                c/o
                  Citibank, N.A. 

              
	 	
                Valerie
                  Delgado

              
	 	
                388
                  Greenwich St., 14th
                  Floor

              
	 	
                New
                  York, NY 10013

              
	 	
                Phone:
                  (212) 816-5680

              
	 	
                Fax:
                  (212) 816-5527

              
	 	 
	
                FROM:

              	
                Swiss
                  Re Financial Products Corporation (“Party A”)

              
	 	 
	
                RE:

              	
                CAP
                  TRANSACTION

              


      

       

      Our
        Reference Number: 1123575

      


      Dear
        Sir
        or Madam:

      


      The
        purpose of this letter agreement is to confirm the terms and conditions of
        the
        Transaction entered into between Citibank, N.A.,
        in its
        capacity as cap trustee for the trust
        created pursuant to the Cap Administration Agreement (the “Cap Trust”) with
        respect to the Citigroup Mortgage Loan Trust 2006-WFHE4,
        Asset
        Backed Pass-Through Certificates, Series 2006-WFHE4, and
        Swiss
        Re Financial Products Corporation (each a “party” and together “the parties”) on
        the Trade Date specified below (the “Transaction”).

      


      This
        letter agreement constitutes a “Confirmation” and the definitions and provisions
        contained in the 2000 ISDA Definitions (the “Definitions”) as published by the
        International Swaps and Derivatives Association, Inc., (“ISDA”) are incorporated
        into this Confirmation. Any reference to a “Swap Transaction” in the Definitions
        is deemed to be a reference to a “Transaction” for the purposes of this
        Agreement, and any reference to a “Transaction” in this Agreement is deemed to
        be a reference to a “Swap Transaction” for the purposes of the Definitions.
In
        the
        event of any inconsistency between the Definitions and this Confirmation,
        this
        Confirmation will govern.
        This
        Confirmation will be governed by and subject to the terms and conditions
        which
        would be applicable if, prior to the Trade Date, the parties had executed
        and
        delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form
        published by ISDA in 1992 (the “Master Agreement”), with the attached Schedule B
        as the Schedule to the Master Agreement and the modifications provided below
        (collectively, the “Agreement”). In the event of any inconsistency between the
        provisions of the Master Agreement and this Confirmation, this Confirmation
        and
        the attached Schedule B will govern. For the avoidance of doubt, the Transaction
        described herein shall be the sole Transaction governed by such Master
        Agreement.

       

      Other
        capitalized terms used herein (but not otherwise defined) shall have the
        meaning
        specified in that certain Pooling and Servicing Agreement, dated as of November
        1, 2006 (the “PSA”), among Citigroup Mortgage Loan Trust Inc., as depositor,
        Wells Fargo Bank, N.A., as
        servicer,
        Citibank, N.A., as trust administrator, and U.S. Bank National Association,
        as
        trustee.

      


      In
        this Confirmation “Party A” means Swiss Re Financial Products Corporation and
“Party B” means Citibank, N.A., in its capacity as cap trustee for the Citigroup
        Mortgage Loan Trust 2006-WFHE4,
        Asset-Backed Pass-Through Certificates, Series 2006-WFHE4.

      


      1. This
        Confirmation evidences a complete binding agreement between the parties as
        to
        the terms of the Transaction to which this Confirmation relates. In addition,
        each party represents to the other party and will be deemed to represent
        to the
        other party on the date on which it enters into a Transaction that (absent
        a
        written agreement between the parties that expressly imposes affirmative
        obligations to the contrary for that Transaction):

      


      
        	(i)  	
                Principal.
                  In
                  the case of Party A, it is acting as principal and not as agent
                  when
                  entering into the Transaction and in the case of Party B, it is
                  acting not
                  in its individual capacity but solely as Trustee of the Trust when
                  entering into the Transaction.

              


      

      


      
        	(ii)  	
                Non-Reliance.
                  In
                  the case of Party A, it is acting for its own account and, in the
                  case of
                  Party B, it is acting not in its individual capacity but solely
                  as
                  Trustee, and in the case of both parties, it has made its own independent
                  decisions to enter into that Transaction and as to whether that
                  Transaction is appropriate or proper for it based upon its own
                  judgment
                  and upon advice from such advisors as it has deemed necessary and,
                  with
                  respect to Party B, as directed under the PSA. It is not relying
                  on any
                  communication (written or oral) of the other party as investment
                  advice or
                  as a recommendation to enter into that Transaction; it being understood
                  that information and explanations related to the terms and conditions
                  of a
                  Transaction shall not be considered investment advice or a recommendation
                  to enter into that Transaction. No communication (written or oral)
                  received from the other party shall be deemed to be an assurance
                  or
                  guarantee as to the expected results of that
                  Transaction.

              


      

      


      
        	(iii)  	
                Evaluation
                  and Understanding. It
                  is capable of evaluating and understanding (on its own behalf or
                  through
                  independent professional advice), and understands and accepts,
                  the terms,
                  conditions and risks of the Agreement and the Transaction. It is
                  also
                  capable of assuming, and assumes, the financial and other risks
                  of the
                  Agreement and the Transaction.

              


      

      


      
        	(iv)  	
                Status
                  of Parties. The
                  other party is not acting as an agent, fiduciary or advisor for
                  it in
                  respect of that Transaction

              


      

      


      


      2. The
        terms
        of the particular Transaction to which this Confirmation relates are as
        follows:

       

      

        
          	
                  Notional
                    Amount:

                	
                  As
                    set forth in the Attached Schedule, Schedule A

                
	
                  Trade
                    Date:

                	
                  October
                    27, 2006

                
	
                  Effective
                    Date:

                	
                  November
                    30, 2006

                
	
                  Termination
                    Date:

                	
                  November
                    25, 2008, subject to adjustment in accordance with the Following
                    Business
                    Day Convention.

                
	
                  Scale
                    Factor:

                	
                  250

                
	
                  Fixed
                    Amounts:

                	 
	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	
                  Fixed
                    Rate Payer Payment Date:

                	
                  November
                    30, 2006

                


        

      

      

        
          	
                  Fixed
                    Amount:

                	
                  USD
                    1,069,000

                


        

      

       

      
        
          
            	
                    Floating
                      Amounts:

                  	 
	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	
                    Cap
                      Rate:

                  	
                    5.45%

                  
	
                    Floating
                      Rate Payer Period End Dates:

                  	
                    The
                      25th
                      day of each month of each year, commencing December 25, 2006,
                      subject to
                      adjustment in accordance with the Following Business Day
                      Convention.

                  
	
                    Floating
                      Rate Payer Payment Dates:

                  	
                    Early
                      payment shall be applicable. The Floating Rate Payer Payment
                      Date shall be
                      two (2) Business Days prior to each Period End Date, commencing
                      on
                      December 21, 2006

                  
	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA
                      

                  
	
                    Designated
                      Maturity:

                  	
                    One
                      month

                  
	
                    Spread:

                  	
                    None

                  
	
                    Floating
                      Rate Day Count Fraction:

                  	
                    Actual/360

                  
	
                    Floating
                      Amount:

                  	
                    To
                      be determined in accordance with the Following formula: The
                      greater of (i)
                      250 * (Floating Rate Option - Cap Rate) * Notional
                      Amount *
                      Floating Rate Day Count Fraction,
                      and (ii) zero.

                  
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period.

                  
	
                    Compounding:

                  	
                    Inapplicable

                  
	
                    Business
                      Days for payment:

                  	
                    New
                      York 

                  
	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

        

      

      

        
          	
                  Recording
                    of Conversations

                  Each
                    party (i) consents to the recording of the telephone conversations
                    of
                    trading and marketing personnel of the parties, (ii) agrees to
                    obtain any
                    necessary consent of, and give notice of such recording to, such
                    personnel
                    of it, and (iii) agrees that recordings may be submitted in evidence
                    in
                    any proceedings relating to this Agreement or any potential
                    Transaction.

                


        

      

       

      
        
          	
                  Account
                    Details:

                	 
	
                  Account
                    for payments to Party A:

                	
                  JPMorgan
                    Chase Bank

                  SWIFT:
                    CHASUS33

                  Account
                    of: Swiss Re Financial Products

                  Account
                    No.: 066-911184

                  ABA#
                    021000021 

                
	
                  Account
                    for payments to Party B:

                	
                  Please
                    advise

                
	
                   

                  5.
                      Offices:

                	
                
	
                  The
                    Office of Party A for this Transaction is:

                   

                  The
                    Office of Party B for this Transaction:

                	
                  New
                    York, NY

                   

                  New
                    York, NY

                


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Please
        promptly confirm that the foregoing correctly sets forth the terms of the
        Transaction entered into between us by
        responding within three (3) Business Days
        by
        executing this Confirmation and returning it to us by facsimile to:

      


      Swiss
        Re Financial Products Corporation

      Attention:
        Derivatives Documentation

      Fax:
        (917) 322-7201 Phone: (212) 407-7322

      


      Failure
        to respond within such period shall not affect the validity or enforceability
        of
        this Transaction, and shall be deemed to be an affirmation of the terms and
        conditions contained herein, absent manifest error.

      


       

      
        
          	
                  Swiss
                    Re Financial Products Corporation

                	 	
                  Accepted
                    and confirmed as of the date first written:

                   

                  Citibank,
                    N.A., in
                    its capacity as cap trustee for the Cap Trust with respect to
                    the
                    Citigroup Mortgage Loan Trust 2006-WFHE4,
                    Asset-
                    Backed Pass-Through Certificates, Series
                    2006-WFHE4

                
	
                  By:

                	 	
                  By:

                
	
                  Name:

                	 	
                  Name:

                	 
	
                  Title:

                	 	
                  Title:

                	 


        

      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        A
        to the
        Confirmation dated as November 30, 2006

      Re:
        Reference Number: 1123575

       

      Between
        Swiss Re Financial Products Corporation and Citibank, N.A. in its capacity
        as
        cap trustee for the Cap Trust with respect to the Citigroup
        Mortgage Loan Trust 2006-WFHE4,
        Asset-Backed
        Pass-Through Certificates, Series 2006-WFHE4.

      


      Amortization
        Schedule, subject
        to adjustment
        in accordance with the Following Business Day Convention

      


      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount (USD)

              
	
                November
                  30, 2006

              	
                December
                  25, 2006

              	
                3,241,346.80

              
	
                December
                  25, 2006

              	
                January
                  25, 2007

              	
                3,203,154.64

              
	
                January
                  25, 2007

              	
                February
                  25, 2007

              	
                3,159,207.22

              
	
                February
                  25, 2007

              	
                March
                  25, 2007

              	
                3,107,821.71

              
	
                March
                  25, 2007

              	
                April
                  25, 2007

              	
                3,046,248.58

              
	
                April
                  25, 2007

              	
                May
                  25, 2007

              	
                2,978,375.02

              
	
                May
                  25, 2007

              	
                June
                  25, 2007

              	
                2,904,037.10

              
	
                June
                  25, 2007

              	
                July
                  25, 2007

              	
                2,820,497.37

              
	
                July
                  25, 2007

              	
                August
                  25, 2007

              	
                2,730,331.84

              
	
                August
                  25, 2007

              	
                September
                  25, 2007

              	
                2,627,171.34

              
	
                September
                  25, 2007

              	
                October
                  25, 2007

              	
                2,519,648.79

              
	
                October
                  25, 2007

              	
                November
                  25, 2007

              	
                2,412,504.20

              
	
                November
                  25, 2007

              	
                December
                  25, 2007

              	
                2,308,020.18

              
	
                December
                  25, 2007

              	
                January
                  25, 2008

              	
                2,205,955.67

              
	
                January
                  25, 2008

              	
                February
                  25, 2008

              	
                2,107,429.62

              
	
                February
                  25, 2008

              	
                March
                  25, 2008

              	
                2,013,137.46

              
	
                March
                  25, 2008

              	
                April
                  25, 2008

              	
                1,912,426.30

              
	
                April
                  25, 2008

              	
                May
                  25, 2008

              	
                1,805,642.37

              
	
                May
                  25, 2008

              	
                June
                  25, 2008

              	
                1,668,220.63

              
	
                June
                  25, 2008

              	
                July
                  25, 2008

              	
                1,540,847.03

              
	
                July
                  25, 2008

              	
                August
                  25, 2008

              	
                1,423,005.77

              
	
                August
                  25, 2008

              	
                September
                  25, 2008

              	
                1,313,948.61

              
	
                September
                  25, 2008

              	
                October
                  25, 2008

              	
                1,212,907.84

              
	
                October
                  25, 2008

              	
                November
                  25, 2008

              	
                1,119,289.40

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        B
        to the
        Confirmation dated as of November 30, 2006

      Re:
        Reference Number: 1123575

      


      Between
        Swiss Re Financial Products Corporation (“Party A”) and
        Citibank, N.A., in
        its
        capacity as cap trustee for the Cap Trust with respect to the Citigroup Mortgage
        Loan
        Trust 2006-WFHE4, Asset Backed Pass-Through Certificates, Series 2006-WFHE4
        (“Party
        B”). 

      


      Part
        1. Termination Provisions.

      


      (a)
        “Specified
        Entity” means
        in
        relation to Party A for the purpose of the Agreement:

      


      Section
        5(a)(v): None.

      Section
        5(a)(vi): None. 

      Section
        5(a)(vii): None.

      Section
        5(b)(iv): None.

      


      and
        in
        relation to Party B for the purpose of the Agreement:

      


      Section
        5(a)(v): None.

      Section
        5(a)(vi): None.

      Section
        5(a)(vii): None.

      Section
        5(b)(iv): None.

      


      (b) “Specified
        Transaction” is
        inapplicable to Party A and Party B for any purpose. 

       

      (c) The
        “Breach
        of Agreement”
        provisions of Section 5(a)(ii) of the Agreement will be inapplicable to Party
        A
        and Party B.

       

      (d) The
        “Credit
        Support Default”
        provisions of Section 5(a)(iii) of the Agreement will be inapplicable to
        Party
        B.

      


      (e) The
        “Misrepresentation”
        provisions of Section 5(a)(iv) of the Agreement will
        be
        inapplicable to Party A and Party B.

      


      (f) The
        “Default
        Under Specified Transaction”
        provisions of Section 5(a)(v) of the Agreement will be inapplicable to Party
        A
        and Party B.

      


      (g)
        The
“Cross
        Default” provisions
        of Section 5(a)(vi) of the Agreement will
        be
        inapplicable to Party A and Party B.

      


      (h)
        The
        "Bankruptcy"
        provision
        of Section 5(a)(vii)(2) of the Agreement will be inapplicable to Party
        B.

      


      (i)
        The
“Merger
        Without Assumption”
        provision of Section 5(a)(viii) of the Agreement will be inapplicable to
        Party
        B.

      


      (j)
        The
“Credit
        Event Upon Merger” provisions
        of Section 5(b)(iv) of the Agreement will be inapplicable to Party A and
        Party
        B.

      


      (k)
        The
“Automatic
        Early Termination” provision
        of Section 6(a) of the Agreement will be inapplicable to Party A and Party
        B

      


      (l)
        Payments
        on Early Termination.
        For
        the
        purpose of Section 6(e) of the Agreement:

      


      (i)
        Market Quotation will apply; and

      (ii)
        The
        Second Method will apply.

      


      (m)
        “Termination
        Currency” means
        United States Dollars.

      


      (n)
        “Additional
        Termination Event” will
        not
        apply, except as provided in Part 5(l) hereof or any confirmation.

      


      (o)
        Gross
        Up.
        The
        provisions of Section 2(d)(i)(4) of
        the
        Master Agreement shall not apply to Party B as X and the provisions of
        Section
        2(d)(ii)
        of the Master Agreement shall not apply to Party B
        as Y, in
        each case
        such
        that Party B shall not be required to pay any additional amounts referred
        to
        therein.

      


      Part
        2. Tax Representations.

      


      Payer
        Representations. For
        the
        purpose of Section 3(e) of the Agreement, Party A and Party B will make the
        following representation:

      


      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 the Agreement) to be
        made
        by it to the other party under this Agreement. In making this representation,
        it
        may rely on (i) the accuracy of any representations made by the other party
        pursuant to Section 3(f) of the Agreement, (ii) the satisfaction of the
        agreement contained in Section 4(a)(i) or 4(a)(iii) of the 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 the Agreement and (iii) the satisfaction
        of
        the agreement of the other party contained in Section 4(d) of the 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) of the Agreement by reason of material prejudice to its legal or
        commercial position. 

      


      Payee
        Representations.
         For
        the
        purpose of Section 3(f) of the Agreement, Party A and Party B make the following
        representations:

       

      
        	 	
                (i)

              	
                Party
                  A represents that it is
                  a corporation organized under the laws of the State of
                  Delaware.

              


      

       

      
        	 	
                (ii)

              	
                Party
                  B represents that it is
                  Cap Trustee
                  under the Pooling and Servicing
                  Agreement.

              


      

       

      


      Part
        3. Agreement to Deliver Documents.

      


      For
        the
        purpose of Sections 4(a)(i) and (ii) of the Agreement, Party A and Party
        B agree
        to deliver the following documents, as applicable:

      


      
        	(a)  	
                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 and Party B

              	
                Any
                  form or document required or reasonably requested to allow the
                  other party
                  to make payments under the Agreement without any deduction or withholding
                  for or on account of any Tax, or with such deduction or withholding
                  at a
                  reduced rate.

              	
                Promptly
                  upon reasonable

                demand
                  by the other party.

              


      

      


      
        	
                       
                  (b)

              	
                Other
                  documents to be delivered and covered by the Section 3(d) representation
                  are:--

              


      

       

      
        	
                Party
                  required to deliver

              	
                Form/Document/or
                  Certificate

              	
                Date
                  by which to be delivered

              	
                Covered
                  by Section 3(d) representation

              
	
                Party
                  A 
                  and Party B 

              	
                Certified
                  copy of the Board of Directors resolution (or equivalent authorizing
                  documentation) which sets forth the authority of each signatory
                  to the
                  Confirmation signing on its behalf and the authority of such party
                  to
                  enter into Transactions contemplated and performance of its obligations
                  hereunder. 

              	
                Concurrently
                  with the execution and delivery of the Confirmation.

              	
                Yes

              
	
                Party
                  A and Party B

              	
                Incumbency
                  Certificate (or, if available the current authorized signature
                  book or
                  equivalent authorizing documentation) specifying the names, titles,
                  authority and specimen signatures of the persons authorized to
                  execute the
                  Confirmation which sets forth the specimen signatures of each signatory
                  to
                  the Confirmation signing on its behalf. 

              	
                Concurrently
                  with the execution and delivery of the Confirmation unless previously
                  delivered and still in full force and effect.

              	
                Yes

              
	
                Party
                  A

              	
                The
                  Guaranty of Swiss Reinsurance Company (“Swiss Re”), dated as of the date
                  hereof, issued by Swiss Re as Party A’s Credit Support Provider (in the
                  form annexed hereto as Exhibit
                  A).

              	
                Concurrently
                  with the execution and delivery of the Confirmation.

              	
                No

              
	
                Party
                  B 

              	
                The
                  PSA.

                 

              	
                Concurrently
                  with the execution and delivery of the Confirmation.

              	
                No

              


      

       

      


      Part
        4. Miscellaneous.

      


      (a)
        Addresses
        for Notices.
        For
        the
        purposes of Section 12(a) of the Agreement:

      


      Addresses
        for notices or communications to Party A and to Party B shall be those set
        forth
        on the first page of the Confirmation. 

      


      (b)
        Process
        Agent.
        For
        the
        purpose of Section 13(c) of the Agreement:

      


      Party
        A
        appoints as its Process Agent: None.

      Party
        B
        appoints as its Process Agent: None.

      


      (c) Offices.
        With
        respect to Party A, the provisions of Section 10(a) of the Agreement will
        apply.

      


      (d)
        Multibranch
        Party.
        For the
        purpose of Section 10(c) of the Agreement:

      


      Party
        A
        is not a Multibranch Party.

      Party
        B
        is not a Multibranch Party.

      


      (e)
        Credit
        Support Document.
        Details
        of any Credit Support Document: Guaranty of Swiss Re dated as

      of
        the
        date hereof in the form annexed hereto as Exhibit A.

      


      (f)
        Credit
        Support Provider.
        

      


      Credit
        Support Provider means in relation to Party A: Swiss Re.

      Credit
        Support Provider means in relation to Party B: None.

      


      (g)
        Governing
        Law.
        This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of New York (without
        reference to choice of law doctrine other than Sections 5-1401 and 5-1402
        of the
        New York General Obligations Law).

      


      (h) Netting
        of Payments.
        Subparagraph
        (ii) of Section 2(c) of the Agreement will apply to the Transaction evidenced
        by
        the Confirmation.

      


      (i)
        “Affiliate” will have
        the
        meaning specified in Section 14 of the Agreement, provided that Party B shall
        be
        deemed to
        have
no
        Affiliates for purposes of this Agreement.

      


      (j)
        Jurisdiction.
        Section
        13(b) of the Agreement is hereby amended by: (i) deleting in the second line
        of


      subparagraph
        (i) thereof the word “non-”: and (ii) deleting the final paragraph
        thereof.

       

      Part
        5. Other Provisions.

      


      
        	(a)   	
                Modifications
                  to the Agreement. Section
                  3(a) of the Agreement shall be amended to include the following
                  additional
                  representations after paragraph
                  3(a)(v):

              


      

       

      (vi)
         Eligible
        Contract Participant etc.
        It is an
“eligible contract participant” as defined in Section 1a(12) of the U.S.
        Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures
        Modernization Act of 2000 and the Transaction evidenced hereby has been the
        subject of individual negotiations and is intended to be exempt from, or
        otherwise not subject to regulation thereunder.

       

      
        	
                (b)

              	
                Waiver
                  of Right to Trial by Jury.
                  Each party hereby irrevocably waives any and all rights to trial
                  by jury
                  in any legal proceeding arising out of or relating to this Agreement
                  or
                  any Transaction hereunder.

              


      

       

      
        	
                (c)

              	
                Absence
                  of Litigation. In
                  Section 3(c) of the Agreement the words “or any of its Affiliates” shall
                  be deleted.

              


      

      


      
        	
                (d)

              	
                Tax
                  Event. In
                  Section 5(b)(ii)(y) of the Agreement the words “, or there is a
                  substantial likelihood that it will,” shall be
                  deleted.

              


      

      


      
        	(e)   	
                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.

      


      
        	(f)   	
                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. 

      


      
        	
                (g)

              	
                Transfer,
                  Amendment and Assignment

              


      

      


      
        	 	
                No
                  transfer, amendment, waiver, supplement, assignment or other modification
                  of this Transaction shall be permitted by either party unless (i)
                  each
                  party has given prior written consent to the other party, and (ii)
                  each of
                  Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s, a
                  division of The McGraw-Hill Companies, Inc. (“S&P”) and Dominion Bond
                  Rating Service (“DBRS”) have been provided prior notice of such
                  modification and confirms in writing (including by facsimile transmission)
                  after such notice is given that it will not downgrade, withdraw
                  or modify
                  its then-current rating of the Citigroup Mortgage Loan Trust 2006-WFHE4,
                  Asset-Backed Pass-Through Certificates, Series 2006-WFHE4 (the
                  “Certificates”)
                  and any notes backed by the Certificates (“Notes” and, together with the
                  Certificates, the “Securities”).

              


      

      


      
        	
                (h)

              	
                Proceedings.

              


      

      


      
        	 	
                Party
                  A shall not institute against or cause any other person to institute
                  against, or join any other person in instituting against, Party
                  B, any
                  bankruptcy, reorganization, arrangement, insolvency or liquidation
                  proceedings, or other proceedings under any federal or state bankruptcy,
                  dissolution or similar law, for a period of one year and one day
                  (or, if
                  longer, the applicable preference period) following indefeasible
                  payment
                  in full of the Securities.

              


      

      


      
        	
                (i)

              	
                Set-off.

              


      

      


      
        	 	
                Notwithstanding
                  any 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. The provisions for Set-off set forth in Section 6(e)
                  of the
                  Agreement shall not apply for purposes of this
                  Transaction.

              


      

      


      
        	
                (j)

              	
                Section
                  1(c)

              


      

      


      
        	 	
                For
                  purposes of Section 1(c) of the Agreement, this Transaction shall
                  be the
                  sole Transaction under the
                  Agreement.

              


      

      


      
        	(k)   	
                Downgrade
                  of Party A.

              


      

      


      (i)
        In
        the event (any such event, a “Collateralization
        Event”)
        that
(i)
        the
        long-term senior unsecured debt rating or
        the
        short-term obligations ratings of Party A's guarantor (or, if there is no
        guarantor, Party A) is reduced below A1 or
        P-11,
        respectively,
        by
        Moody's, or (ii)
        if
        Party A's guarantor (or, if there is no guarantor, Party A) does not have
        a
        short-term obligations rating by
        Moody’s, Party A's guarantor’s (or, if there is no guarantor, Party A’s)
        long-term senior unsecured debt rating is reduced below Aa3 by Moody’s, or (iii)
        the short-term obligations rating of Party A's guarantor (or, if there is
        no
        guarantor, Party A) is reduced below A-1 or (iv) if Party A's guarantor (or,
        if
        there is no guarantor, Party A)
        does not
        have a short-term obligations rating by S&P, Party A's
        guarantor’s (or, if there is no guarantor, Party A’s)
        long-term senior unsecured debt rating is reduced below A+ by
        S&P,
        in each
        such case
        to the
        extent such obligations are rated by S&P and Moody's (together
        with DBRS, the “Rating
        Agencies”,
        and
such
        ratings thresholds, the "Approved
        Ratings Thresholds "),
        then
        within 30 days after such rating downgrade, Party A, at its own expense and
        subject to the Rating Agency Condition, shall either (i) cause another entity
        to
        replace Party A as party to this Agreement that meets or exceeds the Approved
        Rating Thresholds on terms substantially similar to this Agreement, or (ii)
        deliver collateral in the form of cash or U.S. treasury obligations equal
        to the
        amount required pursuant to the then-current published criteria of the
        applicable Rating Agencies
        (or, if
        there are
        no such
        criteria,
        in
        an
        amount equal to Party B’s “Exposure”
(as
        such term is defined in the CSA) of the Transaction) pursuant to the form
        of the
        1994 ISDA Credit Support Annex (New York law) (the “CSA”)
        the
        terms of which are hereby incorporated by reference herein, or (iii) obtain
        a
        guaranty in a form reasonably acceptable to S&P, Moody’s and DBRS, as
        applicable, of, or a contingent agreement of, another person with the Approved
        Rating Thresholds to honor Party A's obligation under this Agreement, or
        (iv)
        take such other action as Party A may agree in writing with S&P,
        Moody’s,
        and
        DBRS.
        For
        purposes of this provision, “Rating
        Agency Condition”
means,
        with respect to any particular proposed act or omission to act hereunder
        that
        the party acting or failing to act must consult with each of the Rating Agencies
        then providing a rating of the Securities
        and
        receive from each of the Rating Agencies a prior written confirmation that
        the
        proposed action or inaction would not cause a downgrade or withdrawal of
        the
        then-current rating of the Securities.

      


      (ii)
        In
        the event (any such event, a “Substitution
        Event”)
        that
        the long-term senior unsecured debt rating of Party A's guarantor (or, if
        there
        is no guarantor, Party A) is withdrawn or reduced below BBB- by S&P, then
        within 10 days after such rating withdrawal or downgrade, Party A, at its
        own
        expense and subject to the Rating Agency Condition, shall either (i) cause
        another entity to replace Party A as party to this Agreement that meets or
        exceeds the Approved Rating thresholds on terms substantially similar to
        this
        Agreement, or (ii) obtain a guaranty in a form reasonably acceptable to S&P
        of, or a contingent agreement of, another person with the Approved Rating
        Thresholds to honor Party A's obligation under this Agreement.

      


      (iii)
        Upon successful consummation of any replacement or of any guaranty pursuant
        to
        Part 5(k)(i) or (ii) above, Party A’s obligations to post collateral as
        contemplated by this Part 5(k) shall terminate and Party B shall release
        its
        security interest in, and promptly return to Party A, any then-posted collateral
        (which return shall not be subject to the application of any priority of
        payments or similar provision).

      


      
        	(l)   	
                Additional
                  Termination Events.

              


      

      


      (i)
        If,
        upon the occurrence of a Swap Disclosure Event (as defined in Part 5(m) below)
        Party A has not, within 10 days after such Swap Disclosure Event complied
        with
        any of the provisions set forth in Part 5(m)(iii) below, then an Additional
        Termination Event shall have occurred with respect to Party A and Party A
        shall
        be the sole Affected Party with respect to such Additional Termination
        Event.

      


      (ii)
        If
        either a Collateralization Event has occurred and Party A has not complied
        with
        Part 5(k)(i) above or a Substitution Event has occurred and Party A has not
        complied with Part 5(k)(ii) above, then an Additional Termination Event shall
        have occurred with respect to Party A and Party A shall be the sole Affected
        Party with respect to such Additional
        Termination Event.

      


      (iii)
        An
        Additional Termination Event shall occur upon unrescindable notice by the
        Terminator that it will purchase all Mortgage Loans in accordance with Section
        9.01 of the Pooling and Servicing Agreement. With respect to such Additional
        Termination Event, Counterparty shall be the sole Affected Party and this
        Transaction shall be the sole Affected Transaction; provided, however, that
        notwithstanding Section 6(b)(iv) of the Master Agreement, only Party B may
        designate an Early Termination Date in respect of this
        Additional Termination Event.

      


      
        	(m)  
	
                Compliance
                  with Regulation AB.

              


      

      


      (i)
        Party
        A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (“CMLTI”)
        is
        required under Regulation AB under the Securities Act of 1933, as amended,
        and
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”)
        (“
Regulation
        AB”),
        to
        disclose certain financial information regarding Party A or its group of
        affiliated entities, if applicable, depending on the aggregate “significance
        percentage” of this Agreement and any other derivative contracts between Party A
        or its group of affiliated entities, if applicable, and Party B, as calculated
        from time to time in accordance with Item 1115 of Regulation AB.

      


      (ii)
        It
        shall be a swap disclosure event (“Swap
        Disclosure Event”)
        if, on
        any Business Day after the date hereof, CMLTI requests from Party A the
        applicable financial information described in Item 1115 of Regulation AB
        (such
        request to be based on a reasonable determination by CMLTI, in good faith,
        that
        such information is required under Regulation AB) (the “Swap Financial
        Disclosure”).

      


      (iii)
        Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense,
        shall (1)(a)
        either
        (i) provide
        to CMLTI the current
        Swap Financial Information in an EDGAR-compatible format (for example, such
        information may be provided in Microsoft Word® or Microsoft Excel® format but
        not in .pdf format) or (ii) provide written consent to CMLTI to incorporation
        by
        reference of such current Swap Financial Information that are filed with
        the
        Securities and Exchange Commission in the reports of the Trust filed pursuant
        to
        the Exchange Act, (b) if applicable, cause its outside accounting firm to
        provide its consent to filing or incorporation by reference of such accounting
        firm’s report relating to their audits of such current Swap Financial
        Information in the Exchange Act Reports of CMLTI, and (c) provide to CMLTI
        any
        updated Swap Financial Information with respect to Party A or any entity
        that
        consolidates Party A within five days of the release of any such updated
        Swap
        Financial Information; (2)
        secure
        another entity (which may be an affiliate of Party A) to replace Party A
        as
        party to this Agreement on terms substantially similar to this Agreement
        and
        subject to prior notification to the Swap Rating Agencies, which entity (or
        a
        guarantor therefor) meets or exceeds the Approved Rating Thresholds and which
        entity is able to comply with the requirements of Item 1115 of Regulation
        AB or
        (3)
        obtain
        a guaranty, subject to Rating Agency Condition, in a form reasonably acceptable
        to S&P, Moody’s, and DBRS, as applicable, of, or a contingent agreement of,
        another person with the Approved Rating Thresholds to honor Party A's obligation
        under this Agreement; provided that such person is an affiliate of Party
        A that
        is able to comply with the financial information disclosure requirements
        of Item
        1115 of Regulation AB, such that disclosure provided in respect of such
        affiliate will satisfy any disclosure requirements applicable to Party A,
        and
        provided, further, that Party A will cause such affiliate to provide Swap
        Financial Disclosure to CMLTI. If permitted by Regulation AB, any required
        Swap
        Financial Disclosure may be provided by incorporation by reference from reports
        filed pursuant to the Exchange Act.

      


      
        	 	
                (iv)
                  Party A agrees that, in the event that Party A provides Swap Financial
                  Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or causes
                  its
                  affiliate to provide Swap Financial Disclosure to CMLTI in accordance
                  with
                  Part 5(m)(iii)(c), it or the guarantor, if applicable, will indemnify
                  and
                  hold harmless CMLTI, its respective directors or officers and any
                  person
                  controlling CMLTI, from and against any and all losses, claims,
                  damages
                  and liabilities caused by any untrue statement or alleged untrue
                  statement
                  of a material fact contained in such Swap Financial Disclosure
                  or caused
                  by any omission or alleged omission to state in such Swap Financial
                  Disclosure a material fact required to be stated therein or necessary
                  to
                  make the statements therein, in light of the circumstances under
                  which
                  they were made, not misleading.

              


      

      


      (v)
        Third
        Party Beneficiary. CMLTI shall be an express third party beneficiary of this
        Agreement as if a party hereto to the extent of CMLTI’s rights explicitly
        specified herein.

      


      
        	
                (n)

              	
                Amendment
                  to ISDA Form.

              


      

      


      
        	 	
                The
                  “Failure to Pay or Deliver” provision in Section 5(a)(i) of the Agreement
                  is hereby amended by deleting the word “third” in the third line thereof
                  and inserting the word “first” in place
                  thereof.

              


      

      


      
        	(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) for any reason,
                  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. 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.

              


      

      


      


      



      Exhibit
        A

       

      GUARANTY

      


      To:
        Citibank, N.A., in its capacity as cap trustee for the Cap Trust with respect
        to
        the Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through Certificates,
        Series 2006-WFHE4 (the “Rated Securities”) pursuant to the Pooling and Servicing
        Agreement, dated as of November 1, 2006, among Citicorp Mortgage Loan Trust
        Inc.
        as depositor, Wells Fargo Bank, N.A., Ameriquest Mortgage Company and JPMorgan
        Chase Bank, National Association, as servicers, Citibank, N.A., as trust
        administrator and U.S. Bank National Association, as trustee.

      


      1. The
        undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"),
        hereby absolutely and unconditionally guarantees the prompt payment as and
        when
        due of all obligations of its indirect, wholly-owned subsidiary SWISS RE
        FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE GUARANTEED
        SUBSIDIARY") under, in connection with or ancillary to a long form confirmation
        dated as of November 30, 2006 between the Beneficiary and THE GUARANTEED
        SUBSIDIARY as amended or restated from time to time (the “Agreements”) which
        support the issuance of the Rated Securities. In this Guarantee these
        obligations are referred to as the “Guaranteed Obligations”. This Guarantee is
        given solely for the benefit of, and is enforceable only by, the Beneficiary
        or
        any trustee as assignee of the Beneficiary to which this Guarantee has been
        validly assigned in accordance with applicable law and who is acting as trustee
        for the investors in the Rated Securities.

      


      2. This
        Guarantee constitutes a Guarantee of payment and not of collection and is
        not
        conditional or contingent upon any attempts to collect from, or pursue or
        exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand
        for
        payment hereunder may at the Beneficiary’s option be made in writing addressed
        to the Chief Financial Officer of the Guarantor. This Guarantee is not however
        dependent in any way on the manner of the demand for payment. Delay in making
        a
        claim will not affect the Guarantor’s obligations under this Guarantee unless
        the relevant legal limitation period has expired.

      


      3. This
        Guarantee constitutes, and is intended by the Guarantor to constitute, an
        unlimited non-accessory undertaking („unbeschr’nkte, nicht akzessorische
        Verpflichtung“) within the meaning of Article 111 of the Swiss Code of
        Obligations (‚CO‘) and is not a mere surety („Bürgschaft“) within the meaning of
        Article 492 et seq of the CO. 

      


      4. Notwithstanding
        any reference to the obligations of THE GUARANTEED SUBSIDIARY, the Guarantor’s
        obligations under this Guarantee are its absolute and independent obligations
        as
        a primary obligor. Payment of a claim hereunder is required as soon as the
        Guaranteed Obligations are due and payable.

      


      5. To
        the
        extent that any event or circumstance would give rise to any legal or equitable
        discharge, defence or other rights of the Guarantor under this Guarantee,
        but
        which event or circumstance would not give rise to any discharge, defence
        or
        other rights of THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
        hereby fully waives, subject to paragraph 7 below, such discharge, defence,
        or
        other rights and the Guarantor’s liability hereunder shall continue as if such
        event or circumstance had not arisen.

      


      6. The
        Guarantor further agrees, subject to paragraph 7 below, that to the extent
        that
        any event or circumstance gives rise to any legal or equitable discharge,
        defence or other rights available to both the Guarantor under the Guarantee
        and
        THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor hereby agrees
        to
        waive such discharge, defense or other rights against the Beneficiary, until
        such time as all the Guaranteed Obligations in relation to the same event
        or
        circumstance have been fully met as required to protect investors in the
        Rated
        Securities.

      


      7. Notwithstanding
        any other provision of this Guarantee, the Guarantor will have the right,
        prior
        to making any payment under this Guarantee, to (a) assert such rights of
        offset
        as are set forth in the Agreements to the extent that such rights relate
        to
        amounts due and payable by the Beneficiary to THE GUARANTEED SUBSIDIARY and
        not
        to amounts which are subject to dispute; and (b) defend manifestly fraudulent
        claims under this Guarantee made by the Beneficiary.

      


      8. This
        Guarantee will continue in full force and effect in relation to all Guaranteed
        Obligations until all the Guaranteed Obligations have been satisfied in full.
        For the avoidance of doubt, all Guaranteed Obligations entered into by THE
        GUARANTEED SUBSIDIARY during the term of this Guarantee shall be honoured
        in
        accordance with this Guarantee and shall be binding on the Guarantor and
        its
        successors and assigns. This Guarantee may be amended only as necessary to
        reflect changes to the Guaranteed Obligations which are validly agreed to
        by the
        Beneficiary (or the trustee as assignee of the Beneficiary) in accordance
        with
        the terms of the Rated Securities, including any requirement to obtain the
        consent of some or all of the investors in the Rated Securities.

      


      9. If
        any
        payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced as
        a
        result of insolvency or any similar event affecting creditors rights generally
        having occurred in respect of THE GUARANTEED SUBSIDIARY, the Guarantor’s
        liability under this Guarantee shall continue as if the avoided, recaptured
        or
        reduced payment had not occurred.

      


      10. Upon
        payment by the Guarantor to the Beneficiary of any amount due under this
        Guarantee, the Guarantor shall be entitled to require the assignment to it
        of
        the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the extent
        satisfied by such payment, and the Beneficiary will take at the Guarantor's
        expense such steps as the Guarantor may reasonably require to implement such
        assignment. The Guarantor shall not exercise any rights against THE GUARANTEED
        SUBSIDIARY which it may acquire in consequence of such payment and assignment
        unless and until all the Guaranteed Obligations to the Beneficiary shall
        have
        been paid in full.

      


      11. This
        Guarantee is governed and will be construed in accordance with Swiss law.
        The
        exclusive place of jurisdiction for any legal proceeding hereunder shall
        be
        Zurich, Switzerland.

      


       

      IN
        WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in
        its
        name as of the 30th day of November, 2006.

      


      


      


      SWISS
        REINSURANCE COMPANY

       

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      J

    


    FORM
      OF
      CAP ADMINISTRATION AGREEMENT

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      

        CAP
          ADMINISTRATION AGREEMENT

         

        This
          Cap
          Administration Agreement, dated as of November 30, 2006 (this “Agreement”),
          among Citibank, N.A. (“Citibank”), as cap trustee for the cap trust (in such
          capacity, the “Cap Trustee”), as trust administrator (in such capacity, the
“Trust Administrator”) and as cap administrator (in such capacity, the “Cap
          Administrator”) and Citigroup Global Markets Realty Corp. (“CGMRC”), as majority
          holder of the Class CE Certificates, or its designee.

         

        WHEREAS,
          the Cap Trustee, on behalf of a separate trust established hereunder which
          holds
          a Cap Contract (the “Cap Contract”), a copy of which is attached hereto as
          Exhibit A, between the Cap Trustee and Swiss Re Financial Products Corporation
          (the “Cap Provider”) is a counterparty to the Cap Contract;
          and

         

        WHEREAS,
          it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
          desires to accept such appointment, to receive and distribute funds payable
          by
          the Cap Provider to the Cap Trustee under the Cap Contract as provided
          herein;


         

        NOW,
          THEREFORE, in consideration of the mutual covenants contained herein, and
          for
          other good and valuable consideration, the receipt and adequacy of which
          are
          hereby acknowledged, the parties agree as follows: 

         

        1.  Definitions.
          Capitalized terms used but not otherwise defined herein shall have the
          respective meanings assigned thereto in the Pooling and Servicing Agreement,
          dated as of November 1, 2006 (the “Pooling and Servicing Agreement”), among
          Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A.,
          as
          servicer, the Trust Administrator and U.S. Bank National Association (the
          “Trustee”) relating to the Citigroup Mortgage Loan Trust 2006-WFHE4 (the
“Trust”), Asset-Backed Pass-Through Certificates, Series 2006-WFHE4 (the
“Certificates”), or in the related Indenture as the case may be, as in effect on
          the date hereof. 

         

        2.  Cap
          Trust.
          There
          is hereby established a separate trust (the “Cap Trust”), into which the Cap
          Trustee shall deposit the Cap Contract. The Cap Trust shall be maintained
          by the
          Cap Trustee and administered on its behalf by the Cap Administrator. The
          sole
          assets of the Cap Trust shall be the Cap Contract and the Cap Trust Account.
          For
          the avoidance of doubt, the parties hereto acknowledge and agree that all
          functions of the Cap Trustee hereunder shall be performed on its behalf
          by the
          Cap Administrator.

         

        3.  Cap
          Trustee.
          

         

        (a)  The
          Cap
          Trustee is hereby irrevocably appointed to receive all funds paid to the
          Cap
          Trustee by the Cap Provider under the Cap Contract (including any Cap
          Termination Payment) and the Cap Trustee accepts such appointment and hereby
          agrees to receive such amounts, deposit such amounts into the Cap Trust
          Account
          and to distribute on each Distribution Date such amounts in the following
          order
          of priority:

         

        (i)  first,
          for deposit into the Cap Account (established under the Pooling and Servicing
          Agreement), an amount equal to the aggregate amount required for distribution
          to
          the holders of the Floating Rate Certificates pursuant to Section 4.01(a)(1)
          through 4.01(a)(7) of the Pooling and Servicing Agreement;

         

        (ii)  second,
          to CGMRC, as majority holder of the Class CE Certificates, or its designee,
          any
          amounts remaining after payment of (i) above, provided,
          however,
          upon the
          issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
          Class CE Certificates and the Class P Certificates (the “NIM Notes”), CGMRC, as
          majority holder of the Class CE Certificates, or its designee, hereby instructs
          the Cap Trustee to make any payments under this clause 3(a)(ii):

         

        (A)  to
          the
          Indenture Trustee for the Trust, for deposit into the Note Account (each
          as
          defined in the related Indenture), for distribution in accordance with
          the terms
          of the Indenture until satisfaction and discharge of the Indenture;
          and

         

        (B)  after
          satisfaction and discharge of the Indenture, to the Holders of the Class
          CE
          Certificates, pro
          rata
          based on
          the outstanding Notional Amount of each such Certificate.

         

        (b)  The
          Cap
          Trustee agrees to hold any amounts received from the Cap Provider in trust
          upon
          the terms and conditions and for the exclusive use and benefit of the Trust
          Administrator (in turn for the benefit of the Certificateholders, the
          Noteholders and CGMRC) as set forth herein. The rights, duties and liabilities
          of the Cap Trustee in respect of this Agreement shall be as
          follows:

         

        (i) The
          Cap
          Trustee shall have the full power and authority to do all things not
          inconsistent with the provisions of this Agreement that may be deemed advisable
          in order to enforce the provisions hereof. The Cap Trustee shall not be
          answerable or accountable except for its own bad faith, willful misconduct
          or
          negligence. The Cap Trustee shall not be required to take any action to
          exercise
          or enforce any of its rights or powers hereunder which, in the opinion
          of the
          Cap Trustee, shall be likely to involve expense or liability to the Cap
          Trustee,
          unless the Cap Trustee shall have received an agreement satisfactory to
          it in
          its sole discretion to indemnify it against such liability and
          expense.

         

        (ii) The
          Cap
          Trustee shall not be liable with respect to any action taken or omitted
          to be
          taken by it in good faith in accordance with the direction of any party
          hereto,
          or otherwise as provided herein, relating to the time, method and place
          of
          conducting any proceeding for any remedy available to the Cap Trustee or
          exercising any right or power conferred upon the Cap Trustee under this
          Agreement.

         

        (iii) The
          Cap
          Trustee may perform any duties hereunder either directly or by or through
          agents
          or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for
          the
          acts or omissions of its agents or attorneys so long as the Cap Trustee
          chose
          such Persons with due care.

         

        4.  Cap
          Trust Account.
          The Cap
          Trustee shall segregate and hold all funds received from the Cap Provider
          (including any Cap Termination Payment) separate and apart from any of
          its own
          funds and general assets and shall establish and maintain in the name of
          the Cap
          Trustee one or more segregated accounts (the “Cap Trust Account”).

         

        5.  Replacement
          Cap Contracts. 

         

        The
          Cap
          Trustee shall, at the direction of CGMRC, as majority holder of the Class
          CE
          Certificates, or its designee, enforce all of its rights and exercise any
          remedies under the Cap Contract. In the event the Cap Contract is terminated
          as
          a result of the designation by either party thereto of an Early Termination
          Date
          (as defined therein), CGMRC, as majority holder of the Class CE Certificates,
          or
          its designee, shall find a replacement counterparty to enter into a replacement
          cap contract.

         

        Any
          Cap
          Termination Payment received by the Cap Trustee from the Cap Provider shall
          be
          deposited into the Cap Trust Account and shall be used to make any upfront
          payment required under a replacement cap contract and any upfront payment
          received from the counterparty to a replacement cap contract shall be used
          to
          pay any Cap Termination Payment owed to the Cap Provider.

         

        Notwithstanding
          anything contained herein, in the event that a replacement cap contract
          cannot
          be obtained within 30 days after receipt by the Cap Trustee of the Cap
          Termination Payment paid by the terminated Cap Provider, the Cap Trustee
          shall
          deposit such Cap Termination Payment into the Cap Trust Account and the
          Cap
          Trustee shall, on each Distribution Date, withdraw from such account, an
          amount
          equal to the Cap Payment, if any, that would have been paid to the Cap
          Trust by
          the original Cap Provider (computed in accordance with Exhibit A) and distribute
          such amount in accordance with Section 3(a) of this Agreement. On the
          Distribution Date immediately after the termination date of the original
          Cap
          Contract, the Cap Trustee shall withdraw any funds remaining in the Cap
          Account
          and distribute such amount in accordance with Section 3(a)(ii) of this
          Agreement.

         

        Upon
          an
          early termination of the Cap Contract, other than in connection with the
          optional termination of the Trust pursuant to Section 9.01 of the Pooling
          and
          Servicing Agreement, the Cap Trustee will use reasonable efforts to appoint
          a
          successor cap contract provider. The Cap Trustee will apply any termination
          payment received from the original Cap Provider in connection with such
          early
          termination of the Cap Contract to the upfront payment required to appoint
          the
          successor cap contract provider. If the Cap Trustee is unable to appoint
          a
          successor cap contract provider within 30 days of the early termination
          of the
          Cap Contract, then the Cap Trustee will establish, and will deposit any
          termination payment received from the original 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 the Cap Termination Reserve Account an amount equal
          to
          the payment, if any, that would have been paid to the Cap Trustee by the
          original Cap Provider calculated in accordance with the terms of the original
          Cap Contract, and distribute such amount in accordance with Section 3(a)
          hereof.

         

        Upon
          an
          early termination of the Cap Contract in connection with the optional
          termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing
          Agreement, if the Cap Trustee receives a termination payment from the Cap
          Provider, such termination payment will be distributed in accordance with
          Section 3(a) hereof.

         

        6.  Representations
          and Warranties of Citibank.
          Citibank represents and warrants as follows:

         

        (a)  Citibank
          is duly organized and validly existing as a national banking company under
          the
          laws of the United States and has all requisite power and authority to
          execute
          and deliver this Agreement and to perform its obligations as Cap Trustee
          hereunder.

         

        (b)  The
          execution, delivery and performance of this Agreement by Citibank as Cap
          Trustee
          have been duly authorized in the Pooling and Servicing Agreement.

         

        (c)  This
          Agreement has been duly executed and delivered by Citibank as Cap Trustee,
          Cap
          Administrator and Trust Administrator and is enforceable against Citibank
          in
          such capacities in accordance with its terms, except as enforceability
          may be
          affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditors’ rights
          generally, general equitable principles (whether considered in a proceeding
          in
          equity or at law).

         

        

          7.  Replacement
            of Cap Trustee. 

           

        

        Any
          corporation, bank, trust company or association into which the Cap Trustee
          may
          be merged or converted or with which it may be consolidated, or any corporation,
          bank, trust company or association resulting from any merger, conversion
          or
          consolidation to which the Cap Trustee shall be a party, or any corporation,
          bank, trust company or association succeeding to all or substantially all
          the
          corporate trust business of the Cap Trustee, shall be the successor of
          the Cap
          Trustee hereunder, without the execution or filing of any paper or any
          further
          act on the part of any of the parties hereto, except to the extent that
          assumption of its duties and obligations, as such, is not effected by operation
          of law.

         

        No
          resignation or removal of the Cap Trustee and no appointment of a successor
          Cap
          Trustee shall become effective until the appointment by CGMRC, as majority
          holder of the Class CE Certificates, or its designee, of a successor Cap
          Trustee. Any successor Cap Trustee shall execute such documents or instruments
          necessary or appropriate to vest in and confirm to such successor Cap Trustee
          all such rights and powers conferred by this Agreement.

         

        The
          Cap
          Trustee may resign at any time by giving written notice thereof to the
          other
          parties hereto. If a successor cap trustee shall not have accepted the
          appointment hereunder within 30 days after the giving by the resigning
          Cap
          Trustee of such notice of resignation, the resigning Cap Trustee may petition
          any court of competent jurisdiction for the appointment of a successor
          Cap
          Trustee.

         

        In
          the
          event of a resignation or removal of the Cap Trustee, CGMRC, as majority
          holder
          of the Class CE Certificates, or its designee, shall promptly appoint a
          successor Cap Trustee.

         

        
          8.  Cap
            Trustee Obligations.



        Whenever
          the Cap Trustee, as a party to the Cap Contract, has the option or is requested
          in such capacity, whether such request is by the Cap Provider, to take
          any
          action or to give any consent, approval or waiver that it is on behalf
          of the
          Cap Trust entitled to take or give in such capacity, including, without
          limitation, in connection with an amendment of such agreement or the occurrence
          of a default or termination event thereunder, the Cap Trustee shall promptly
          notify the parties hereto, of such request in such detail as is available
          to it
          and, shall, on behalf of the parties hereto, take such action in connection
          with
          the exercise and/or enforcement of any rights and/or remedies available
          to it in
          such capacity with respect to such request as CGMRC, as majority holder
          of the
          Class CE Certificates, or its designee, shall direct in writing; provided
          that
          if no such direction is received prior to the date that is established
          for
          taking such action or giving such consent, approval or waiver (notice of
          which
          date shall be given by the Cap Trustee to the parties hereto, if any),
          the Cap
          Trustee may abstain from taking such action or giving such consent, approval
          or
          waiver.

         

        The
          Cap
          Trustee shall forward to the parties hereto, on the Distribution Date following
          its receipt thereof copies of any and all notices, statements, reports
          and/or
          other material communications and information (collectively, the “Cap Reports”)
          that it receives in connection with the Cap Contract or from the counterparty
          thereto.

         

        
          9.  Miscellaneous.

        

         

        (a)  This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York.

         

        (b)  Any
          action or proceeding against any of the parties hereto relating in any
          way to
          this Agreement may be brought and enforced in the courts of the State of
          New
          York sitting in the borough of Manhattan or of the United States District
          Court
          for the Southern District of New York and the Cap Trustee irrevocably submits
          to
          the jurisdiction of each such court in respect of any such action or proceeding.
          The Cap Trustee waives, to the fullest extent permitted by law, any right
          to
          remove any such action or proceeding by reason of improper venue or inconvenient
          forum.

         

        (c)  This
          Agreement may be amended, supplemented or modified in writing by the parties
          hereto, but only with the consent of CGMRC.

         

        (d)  This
          Agreement may not be assigned or transferred without the prior written
          consent
          of CGMRC and the NIMS Insurer, if any; provided, however, the parties hereto
          acknowledge and agree to the assignment of the rights of CGMRC, as majority
          holder of the Class CE Certificates, or its designee, pursuant to the Sale
          Agreement, the Trust Agreement and the Indenture.

         

        (e)  This
          Agreement may be executed by one or more of the parties to this Agreement
          on any
          number of separate counterparts (including by facsimile transmission),
          and all
          such counterparts taken together shall be deemed to constitute one and
          the same
          instrument.

         

        (f)  Any
          provision of this Agreement which is prohibited or unenforceable in any
          jurisdiction shall, as to such jurisdiction, be ineffective to the extent
          of
          such prohibition or unenforceability without invalidating the remaining
          provisions hereof, and any such prohibition or unenforceability in any
          jurisdiction shall not invalidate or render unenforceable such provision
          in any
          other jurisdiction.

         

        (g)  The
          representations and warranties made by the parties to this Agreement shall
          survive the execution and delivery of this Agreement. No act or omission
          on the
          part of any party hereto shall constitute a waiver of any such representation
          or
          warranty.

         

        (h)  The
          article and section headings herein are for convenience of reference only,
          and
          shall not limit or otherwise affect the meaning hereof.

         

        (i)  The
          representations and warranties made by the parties to this Agreement shall
          survive the execution and delivery of this Agreement. No act or omission
          on the
          part of any party hereto shall constitute a waiver of any such representation
          or
          warranty.

         

        10.  Third-Party
          Beneficiary.
          The
          Indenture Trustee, if any, shall be deemed a third-party beneficiary of
          this
          Agreement to the same extent as if it were a party hereto, and shall have
          the
          right to enforce the provisions of this Agreement.

         

        11.  Cap
          Trustee and Trustee Rights.
          The Cap
          Trustee and the Cap Administrator shall be entitled to the same rights,
          protections and indemnities afforded to the Trust Administrator under the
          Pooling and Servicing Agreement, as if specifically set forth herein with
          respect to the Cap Trustee and the Cap Administrator.

         

        12.  Limited
          Recourse.
          It is
          expressly understood and agreed by the parties hereto that this Agreement
          is
          executed and delivered by the Trust Administrator, not in its individual
          capacity but solely as Trust Administrator under the Pooling and Servicing
          Agreement. Notwithstanding any other provisions of this Agreement, the
          obligations of the Trust Administrator under this Agreement are non-recourse
          to
          the Trust Administrator, its assets and its property, and shall be payable
          solely from the assets of the Trust Fund, and following realization of
          such
          assets, any claims of any party hereto shall be extinguished and shall
          not
          thereafter be reinstated. No recourse shall be had against any principal,
          director, officer, employee, beneficiary, shareholder, partner, member,
          agent or
          affiliate of the Trust Administrator or any person owning, directly or
          indirectly, any legal or beneficial interest in the Trust Administrator,
          or any
          successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
          payment of any amount payable under this Agreement. The parties hereto
          shall not
          enforce the liability and obligations of the Trust Administrator to perform
          and
          observe the obligations contained in this Agreement by any action or proceeding
          wherein a money judgment establishing any personal liability shall be sought
          against the Trust Administrator, subject to the following sentence, or
          the
          Exculpated Parties. The agreements in this paragraph shall survive termination
          of this Agreement and the performance of all obligations hereunder.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
          and
          delivered as of the day and year first above written. 

         

        
          	 	 	 	 	 	 	 	
                  CITIGROUP
                    GLOBAL MARKETS REALTY CORP., as majority holder of the Class
                    CE
                    Certificates

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        


        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A., as Trust Administrator and as Cap Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        


        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A., as
                    Cap Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          A

         

        CAP
          AGREEMENT

         

        


         

        


      

    

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      K

     

    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      SWISS
        RE FINANCIAL PRODUCTS CORPORATION

      55
        East
        52nd
        Street

      New
        York,
        New York 10055

      Fax:
        (917) 322-7201/Phone: (212) 407-7322

       

      
        	
                DATE:

              	
                November
                  30,
                  2006

                 

              
	
                TO:

              	
                Citibank,
                  N.A., in its capacity as Supplemental Interest Trust Trustee for
                  the
                  Supplemental Interest Trust with respect to the Citigroup
                  Mortgage Loan Trust 2006-WFHE4,
                  Asset-Backed
                  Pass-Through Certificates, Series 2006-WFHE4 (“Party B”)

                 

              
	 	
                Attn:

              	
                Valerie
                  Delgado

                 

              
	 	
                Fax:

              	
                (212)
                  816-5527

                 

              
	 	
                Tel:

              	
                (212)
                  816-5680

                 

              
	
                FROM:

              	
                Swiss
                  Re Financial Products Corporation ("Party A")

                 

              
	
                RE:

              	
                Swap
                  1123582

              


      

       

      Dear
        Sir/Madam:

       

      The
        purpose of this letter agreement (this “Confirmation”) is to confirm the terms
        and conditions of the Transaction entered into between us on the Trade Date
        specified below (the “Transaction”). 

       

      The
        definitions and provisions contained in the 2000 ISDA Definitions (the
“Definitions”), in each case, as published by the International Swaps and
        Derivatives Association, Inc., ("ISDA") are incorporated by reference into,
        and
        form a part of, this Confirmation. In the event of any inconsistency between
        the
        Definitions and this Confirmation, this Confirmation will govern.

       

      This
        Confirmation constitutes a “Confirmation” as referred to in, and supplements,
        forms part of and is subject to, the ISDA Master Agreement dated as of ,
        as
        amended and supplemented from time to time (the “Agreement”) between Party A and
        Party B. All provisions contained in the Agreement govern this Confirmation
        except as expressly modified below. 

       

      1.  The
        terms
        of the particular Transaction to which this Confirmation relates are as
        follows:

       

      
        	
                Notional
                  Amount:

              	
                As
                  set forth in the Attached Schedule, Schedule A

              
	
                Trade
                  Date:

              	
                October
                  27, 2006

              
	
                Effective
                  Date:

              	
                November
                  25, 2008

              
	
                Termination
                  Date:

              	
                April
                  25, 2011, provided,
                  however, that for purposes of determining the Floating Rate Payer
                  Period
                  End Date, such date shall be subject
                  to adjustment in accordance with the Following Business Day
                  Convention.

              
	
                Scale
                  Factor:

              	
                250

              
	
                Fixed
                  Amounts:

              	 
	
                Fixed
                  Rate Payer

              	
                Party
                  B

              
	
                Fixed
                  Rate Payer Period End Dates:

              	
                The
                  25th day of each month of each year, using No 

                Adjustment

              
	
                Fixed
                  Rate Payer Payment Dates

              	
                Two
                  Business Days prior to each
                  Fixed Rate Payer
                  Period End Date, commencing on December 23, 2008, to and including
                  the
                  Termination Date.

              
	
                Fixed
                  Rate:

              	
                As
                  set forth in the Attached Schedule, Schedule A

              
	
                Fixed
                  Rate Day Count Fraction:

              	
                30/360

              
	
                Fixed
                  Rate Payer Payment
                  Amount:

              	
                Notional
                  Amount times Scale Factor times Fixed Rate Day Count Fraction times
                  the
                  Fixed Rate

              
	
                Floating
                  Amounts:

              	 
	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	
                Floating
                  Rate Payer Period End Dates:

              	
                The
                  25th day of each month of each year, subject to adjustment in accordance
                  with the Following Business Day Convention.

              
	
                Floating
                  Rate Payer Payment Dates:

              	
                Two
                  Business Days prior to each
                  Floating Rate Payer
                  Period End Date, commencing on December 23, 2008, to and including
                  the
                  Termination Date.

              
	
                Floating
                  Rate for initial Calculation Period:

              	
                To
                  be determined

              
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	
                Designated
                  Maturity:

              	
                One
                  month

              
	
                Spread:

              	
                None

              
	
                Floating
                  Rate Day Count Fraction:

              	
                Actual/360

              
	
                Floating
                  Rate Payer Payment
                  Amount:

              	
                Notional
                  Amount times Scale Factor times Floating Rate Day Count Fraction
                  times the
                  Floating Rate
                  Option

              
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	
                Compounding:

              	
                Inapplicable

              
	
                Business
                  Days:

              	
                New
                  York

              
	
                Additional
                  Payment:

              	
                For
                  value November 30, 2006, Party A shall pay Party B an upfront payment
                  in
                  the sum of USD 305,000.00

              
	
                Calculation
                  Agent:

              	
                Party
                  A

              


      

      2.  

       

      
        	
                3.

              	
                Account
                  Details:

              
	 	
                Account
                  for payments to Party A:

              	
                JPMorgan
                  Chase Bank

                SWIFT:
                  CHASUS33

                Account
                  of: Swiss Re Financial Products

                Account
                  No.: 066-911184 

                ABA#
                  021000021

                 

              
	 	
                Account
                  for payments to Party B:

              	
                Please
                  advise

                 

              
	
                4.

              	
                Offices:

              	
                 

                 

              
	 	
                The
                  Office of Party A for this Transaction is:

              	
                New
                  York, NY

                 

              
	 	
                The
                  Office of Party B for this Transaction is:

              	
                Greenwich,
                  CT

              


      

       

      Please
        confirm that the foregoing correctly sets forth the terms and conditions
        of our
        agreement by responding within three (3) Business Days by returning via
        telecopier an executed copy of this Confirmation to the attention of Derivative
        Operations fax no. 1.917.322.7201.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Swiss
                  Re Financial Products Corporation

              	
                Citibank,
                  N.A., in its capacity as Supplemental Interest Trust Trustee for
                  the
                  Supplemental Interest Trust with respect to the Citigroup
                  Mortgage Loan Trust 2006-WFHE4,
                  Asset-Backed Pass-Through Certificates, Series
                  2006-WFHE4

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	 	
                By:

              	 
	
                Name:

              	 	
                Name:

              	 
	
                Title:

              	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        A
        to the
        Confirmation dated as of November 30, 2006

      Re:
        Reference Number: 1123582

      


      Amortization
        Schedule, Floating Rate Payer Period
        End Dates shall be subject
        to adjustment in accordance with the Following Business Day Convention, however,
        Fixed
        Rate Payer Period End Dates will use No Adjustment.

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Fixed
                  Rate (%)

              	
                Notional
                  Amount (USD)

              
	
                November
                  25, 2008

              	
                December
                  25, 2008

              	
                5.060

              	
                1,032,629.80

              
	
                December
                  25, 2008

              	
                January
                  25, 2009

              	
                5.060

              	
                952,347.44

              
	
                January
                  25, 2009

              	
                February
                  25, 2009

              	
                5.070

              	
                878,085.51

              
	
                February
                  25, 2009

              	
                March
                  25, 2009

              	
                5.070

              	
                810,403.00

              
	
                March
                  25, 2009

              	
                April
                  25, 2009

              	
                5.070

              	
                749,654.07

              
	
                April
                  25, 2009

              	
                May
                  25, 2009

              	
                5.080

              	
                711,478.34

              
	
                May
                  25, 2009

              	
                June
                  25, 2009

              	
                5.090

              	
                675,065.73

              
	
                June
                  25, 2009

              	
                July
                  25, 2009

              	
                5.100

              	
                675,065.73

              
	
                July
                  25, 2009

              	
                August
                  25, 2009

              	
                5.110

              	
                675,065.73

              
	
                August
                  25, 2009

              	
                September
                  25, 2009

              	
                5.110

              	
                675,065.73

              
	
                September
                  25, 2009

              	
                October
                  25, 2009

              	
                5.120

              	
                647,783.05

              
	
                October
                  25, 2009

              	
                November
                  25, 2009

              	
                5.130

              	
                621,513.34

              
	
                November
                  25, 2009

              	
                December
                  25, 2009

              	
                5.140

              	
                596,349.30

              
	
                December
                  25, 2009

              	
                January
                  25, 2010

              	
                5.150

              	
                572,267.81

              
	
                January
                  25, 2010

              	
                February
                  25, 2010

              	
                5.150

              	
                549,249.43

              
	
                February
                  25, 2010

              	
                March
                  25, 2010

              	
                5.150

              	
                527,482.19

              
	
                March
                  25, 2010

              	
                April
                  25, 2010

              	
                5.160

              	
                506,583.78

              
	
                April
                  25, 2010

              	
                May
                  25, 2010

              	
                5.160

              	
                486,519.97

              
	
                May
                  25, 2010

              	
                June
                  25, 2010

              	
                5.170

              	
                467,256.38

              
	
                June
                  25, 2010

              	
                July
                  25, 2010

              	
                5.180

              	
                448,760.86

              
	
                July
                  25, 2010

              	
                August
                  25, 2010

              	
                5.190

              	
                431,002.60

              
	
                August
                  25, 2010

              	
                September
                  25, 2010

              	
                5.200

              	
                413,952.04

              
	
                September
                  25, 2010

              	
                October
                  25, 2010

              	
                5.210

              	
                397,580.85

              
	
                October
                  25, 2010

              	
                November
                  25, 2010

              	
                5.220

              	
                381,862.53

              
	
                November
                  25, 2010

              	
                December
                  25, 2010

              	
                5.220

              	
                366,769.97

              
	
                December
                  25, 2010

              	
                January
                  25, 2011

              	
                5.230

              	
                352,278.07

              
	
                January
                  25, 2011

              	
                February
                  25, 2011

              	
                5.240

              	
                338,362.76

              
	
                February
                  25, 2011

              	
                March
                  25, 2011

              	
                5.240

              	
                325,000.97

              
	
                March
                  25, 2011

              	
                April
                  25, 2011

              	
                5.240

              	
                312,170.55

              


      

      


    

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    


     

    [AVAILABLE
      UPON REQUEST]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    


     

    [AVAILABLE
      UPON REQUEST]