Unassociated Document


     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

     

     

    WELLS
      FARGO BANK, N.A.

    Servicer

     

     

    CITIBANK,
      N.A.

    Trust
      Administrator

     

    and


     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    Trustee

     

    _________________________________________

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of June 1, 2007

    _________________________________________

     

    Asset-Backed
      Pass-Through Certificates

     

    Series
      2007-WFHE3

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    TABLE
      OF CONTENTS

     

     

    
      
        	
                ARTICLE
                  I 

              
	 	 
	
                DEFINITIONS 

              
	 	 
	
                SECTION
                  1.01

              	
                Defined
                  Terms.

              
	
                SECTION
                  1.02

              	
                Allocation
                  of Certain Interest Shortfalls.

              
	 	 
	
                ARTICLE
                  II 

              
	 	 
	
                CONVEYANCE
                  OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 

              
	 	 
	
                SECTION
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              
	
                SECTION
                  2.02

              	
                Acceptance
                  of the Trust Fund by the Trustee.

              
	
                SECTION
                  2.03

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

              
	
                SECTION
                  2.04

              	
                [Reserved].

              
	
                SECTION
                  2.05

              	
                Representations,
                  Warranties and Covenants of the Servicer.

              
	
                SECTION
                  2.06

              	
                Issuance
                  of the Certificates.

              
	
                SECTION
                  2.07

              	
                Authorization
                  to Enter into the Interest Rate Swap Agreement and the Interest
                  Rate Cap
                  Agreement

              
	
                SECTION
                  2.08

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

              
	 	 
	
                ARTICLE
                  III 

              
	 	 
	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS 

              
	 	 
	
                SECTION
                  3.01

              	
                Servicer
                  to Act as Servicer.

              
	
                SECTION
                  3.02

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

              
	
                SECTION
                  3.03

              	
                Successor
                  Sub-Servicers.

              
	
                SECTION
                  3.04

              	
                Liability
                  of the Servicer.

              
	
                SECTION
                  3.05

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

              
	
                SECTION
                  3.06

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

              
	
                SECTION
                  3.07

              	
                Collection
                  of Certain Mortgage Loan Payments.

              
	
                SECTION
                  3.08

              	
                Sub-Servicing
                  Accounts.

              
	
                SECTION
                  3.09

              	
                Collection
                  of Taxes, 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.

              
	 	 
	
                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.

              
	
                SECTION
                  4.11

              	
                Collateral
                  Accounts.

              
	
                SECTION
                  4.12

              	
                Rights
                  and Obligations Under the Interest Rate Cap Agreement and the Interest
                  Rate Swap Agreement.

              
	
                SECTION
                  4.13

              	
                Reserve
                  Fund.

              
	 	 
	
                ARTICLE
                  V 

              
	 	 
	
                THE
                  CERTIFICATES 

              
	 	 
	
                SECTION
                  5.01

              	
                The
                  Certificates.

              
	
                SECTION
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                SECTION
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                SECTION
                  5.04

              	
                Persons
                  Deemed Owners.

              
	
                SECTION
                  5.05

              	
                Certain
                  Available Information.

              
	 	 
	
                ARTICLE
                  VI 

              
	 	 
	
                THE
                  DEPOSITOR AND THE SERVICER 

              
	 	 
	
                SECTION
                  6.01

              	
                Liability
                  of the Depositor and the Servicer.

              
	
                SECTION
                  6.02

              	
                Merger
                  or Consolidation of the Depositor or the Servicer.

              
	
                SECTION
                  6.03

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

              
	
                SECTION
                  6.04

              	
                Limitation
                  on Resignation of the Servicer.

              
	
                SECTION
                  6.05

              	
                Rights
                  of the Depositor in Respect of the Servicer.

              
	
                SECTION
                  6.06

              	
                Duties
                  of the Credit Risk Manager.

              
	
                SECTION
                  6.07

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              
	
                SECTION
                  6.08

              	
                Removal
                  of the Credit Risk Manager.

              
	 	 
	
                ARTICLE
                  VII 

              
	 	 
	
                DEFAULT 

              
	 	 
	
                SECTION
                  7.01

              	
                Servicer
                  Events of Default.

              
	
                SECTION
                  7.02

              	
                Trust
                  Administrator or Trustee to Act; Appointment of
                  Successor.

              
	
                SECTION
                  7.03

              	
                Notification
                  to Certificateholders.

              
	
                SECTION
                  7.04

              	
                Waiver
                  of Servicer Events of Default.

              
	 	 
	
                ARTICLE
                  VIII 

              
	 	 
	
                CONCERNING
                  THE TRUSTEE AND THE TRUST ADMINISTRATOR 

              
	 	 
	
                SECTION
                  8.01

              	
                Duties
                  of Trustee and Trust Administrator.

              
	
                SECTION
                  8.02

              	
                Certain
                  Matters Affecting the Trustee and the Trust
                  Administrator.

              
	
                SECTION
                  8.03

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

              
	
                SECTION
                  8.04

              	
                Trustee
                  and Trust Administrator May Own Certificates.

              
	
                SECTION
                  8.05

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

              
	
                SECTION
                  8.06

              	
                Eligibility
                  Requirements for Trustee and Trust Administrator.

              
	
                SECTION
                  8.07

              	
                Resignation
                  and Removal of the Trustee and the Trust Administrator.

              
	
                SECTION
                  8.08

              	
                Successor
                  Trustee or Trust Administrator.

              
	
                SECTION
                  8.09

              	
                Merger
                  or Consolidation of Trustee or Trust Administrator.

              
	
                SECTION
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                SECTION
                  8.11

              	
                [Reserved].

              
	
                SECTION
                  8.12

              	
                Appointment
                  of Office or Agency.

              
	
                SECTION
                  8.13

              	
                Representations
                  and Warranties.

              
	
                SECTION
                  8.14

              	
                [Reserved].

              
	
                SECTION
                  8.15

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

              
	
                SECTION
                  8.16

              	
                Email
                  Communications.

              
	 	 
	
                ARTICLE
                  IX 

              
	 	 
	
                TERMINATION 

              
	 	 
	
                SECTION
                  9.01

              	
                Termination
                  Upon Repurchase or Liquidation of the Mortgage Loans.

              
	
                SECTION
                  9.02

              	
                Additional
                  Termination Requirements.

              
	 	 
	
                ARTICLE
                  X 

              
	 	 
	
                REMIC
                  PROVISIONS 

              
	 	 
	
                SECTION
                  10.01

              	
                REMIC
                  Administration.

              
	
                SECTION
                  10.02

              	
                Prohibited
                  Transactions and Activities.

              
	
                SECTION
                  10.03

              	
                Servicer,
                  Trustee and Trust Administrator Indemnification.

              
	 	 
	
                ARTICLE
                  XI 

              
	 	 
	
                MISCELLANEOUS
                  PROVISIONS 

              
	 	 
	
                SECTION
                  11.01

              	
                Amendment.

              
	
                SECTION
                  11.02

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                SECTION
                  11.03

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                SECTION
                  11.04

              	
                Governing
                  Law.

              
	
                SECTION
                  11.05

              	
                Notices.

              
	
                SECTION
                  11.06

              	
                Severability
                  of Provisions.

              
	
                SECTION
                  11.07

              	
                Notice
                  to Rating Agencies.

              
	
                SECTION
                  11.08

              	
                Article
                  and Section References.

              
	
                SECTION
                  11.09

              	
                Grant
                  of Security Interest.

              
	
                SECTION
                  11.10

              	
                Third
                  Party Rights.

              
	
                SECTION
                  11.11

              	
                Intention
                  of the Parties and Interpretation.

              
	 	 


      

    

     

     

    Exhibits

     

    
      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A-1 Certificate

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class A-2 Certificate

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class A-3 Certificate

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class M-1 Certificate

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class M-2 Certificate

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-3 Certificate

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-4 Certificate

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class M-5 Certificate

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class M-6 Certificate

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class M-7 Certificate

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class M-8 Certificate

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class M-9 Certificate

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class M-10 Certificate

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class M-11 Certificate

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class CE Certificate

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  A-18

              	
                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 June 1, 2007,
      among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, WELLS FARGO BANK, N.A.,
      as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL
      ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest in each REMIC (as defined herein) created hereunder. The
      Trust Fund will consist of a 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 Reserve Fund, 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)

            	 	
               $           176,828,653.50

            	 	
              June
                2037

            
	
              I-1-A

            	 	
              (2)

            	 	
               $               7,488,830.00

            	 	
              June
                2037

            
	
              I-1-B

            	 	
              (2)

            	 	
               $               7,488,830.00

            	 	
              June
                2037

            
	
              I-2-A

            	 	
              (2)

            	 	
               $               7,236,288.75

            	 	
              June
                2037

            
	
              I-2-B

            	 	
              (2)

            	 	
               $               7,236,288.75

            	 	
              June
                2037

            
	
              I-3-A

            	 	
              (2)

            	 	
               $               7,048,846.25

            	 	
              June
                2037

            
	
              I-3-B

            	 	
              (2)

            	 	
               $               7,048,846.25

            	 	
              June
                2037

            
	
              I-4-A

            	 	
              (2)

            	 	
               $               6,810,298.75

            	 	
              June
                2037

            
	
              I-4-B

            	 	
              (2)

            	 	
               $               6,810,298.75

            	 	
              June
                2037

            
	
              I-5-A

            	 	
              (2)

            	 	
               $               6,674,320.00

            	 	
              June
                2037

            
	
              I-5-B

            	 	
              (2)

            	 	
               $               6,674,320.00

            	 	
              June
                2037

            
	
              I-6-A

            	 	
              (2)

            	 	
               $               6,421,526.25

            	 	
              June
                2037

            
	
              I-6-B

            	 	
              (2)

            	 	
               $               6,421,526.25

            	 	
              June
                2037

            
	
              I-7-A

            	 	
              (2)

            	 	
               $               6,347,168.75

            	 	
              June
                2037

            
	
              I-7-B

            	 	
              (2)

            	 	
               $               6,347,168.75

            	 	
              June
                2037

            
	
              I-8-A

            	 	
              (2)

            	 	
               $               6,607,231.25

            	 	
              June
                2037

            
	
              I-8-B

            	 	
              (2)

            	 	
               $               6,607,231.25

            	 	
              June
                2037

            
	
              I-9-A

            	 	
              (2)

            	 	
               $             11,274,673.75

            	 	
              June
                2037

            
	
              I-9-B

            	 	
              (2)

            	 	
               $             11,274,673.75

            	 	
              June
                2037

            
	
              I-10-A

            	 	
              (2)

            	 	
               $             10,381,153.75

            	 	
              June
                2037

            
	
              I-10-B

            	 	
              (2)

            	 	
               $             10,381,153.75

            	 	
              June
                2037

            
	
              I-11-A

            	 	
              (2)

            	 	
               $               9,293,478.75

            	 	
              June
                2037

            
	
              I-11-B

            	 	
              (2)

            	 	
               $               9,293,478.75

            	 	
              June
                2037

            
	
              I-12-A

            	 	
              (2)

            	 	
               $               8,378,741.25

            	 	
              June
                2037

            
	
              I-12-B

            	 	
              (2)

            	 	
               $               8,378,741.25

            	 	
              June
                2037

            
	
              I-13-A

            	 	
              (2)

            	 	
               $               7,371,080.00

            	 	
              June
                2037

            
	
              I-13-B

            	 	
              (2)

            	 	
               $               7,371,080.00

            	 	
              June
                2037

            
	
              I-14-A

            	 	
              (2)

            	 	
               $               4,172,517.50

            	 	
              June
                2037

            
	
              I-14-B

            	 	
              (2)

            	 	
               $               4,172,517.50

            	 	
              June
                2037

            
	
              I-15-A

            	 	
              (2)

            	 	
               $               3,889,031.25

            	 	
              June
                2037

            
	
              I-15-B

            	 	
              (2)

            	 	
               $               3,889,031.25

            	 	
              June
                2037

            
	
              I-16-A

            	 	
              (2)

            	 	
               $               3,747,236.25

            	 	
              June
                2037

            
	
              I-16-B

            	 	
              (2)

            	 	
               $               3,747,236.25

            	 	
              June
                2037

            
	
              I-17-A

            	 	
              (2)

            	 	
               $               3,606,971.25

            	 	
              June
                2037

            
	
              I-17-B

            	 	
              (2)

            	 	
               $               3,606,971.25

            	 	
              June
                2037

            
	
              I-18-A

            	 	
              (2)

            	 	
               $               3,482,683.75

            	 	
              June
                2037

            
	
              I-18-B

            	 	
              (2)

            	 	
               $               3,482,683.75

            	 	
              June
                2037

            
	
              I-19-A

            	 	
              (2)

            	 	
               $               3,358,790.00

            	 	
              June
                2037

            
	
              I-19-B

            	 	
              (2)

            	 	
               $               3,358,790.00

            	 	
              June
                2037

            
	
              I-20-A

            	 	
              (2)

            	 	
               $               3,255,565.00

            	 	
              June
                2037

            
	
              I-20-B

            	 	
              (2)

            	 	
               $               3,255,565.00

            	 	
              June
                2037

            
	
              I-21-A

            	 	
              (2)

            	 	
               $               3,222,408.75

            	 	
              June
                2037

            
	
              I-21-B

            	 	
              (2)

            	 	
               $               3,222,408.75

            	 	
              June
                2037

            
	
              I-22-A

            	 	
              (2)

            	 	
               $               3,080,845.00

            	 	
              June
                2037

            
	
              I-22-B

            	 	
              (2)

            	 	
               $               3,080,845.00

            	 	
              June
                2037

            
	
              I-23-A

            	 	
              (2)

            	 	
               $               2,941,103.75

            	 	
              June
                2037

            
	
              I-23-B

            	 	
              (2)

            	 	
               $               2,941,103.75

            	 	
              June
                2037

            
	
              I-49-A

            	 	
              (2)

            	 	
               $               2,810,976.25

            	 	
              June
                2037

            
	
              I-49-B

            	 	
              (2)

            	 	
               $               2,810,976.25

            	 	
              June
                2037

            
	
              I-25-A

            	 	
              (2)

            	 	
               $                  556,225.00

            	 	
              June
                2037

            
	
              I-25-B

            	 	
              (2)

            	 	
               $                  556,225.00

            	 	
              June
                2037

            
	
              I-26-A

            	 	
              (2)

            	 	
               $               2,108,245.00

            	 	
              June
                2037

            
	
              I-26-B

            	 	
              (2)

            	 	
               $               2,108,245.00

            	 	
              June
                2037

            
	
              I-27-A

            	 	
              (2)

            	 	
               $               2,028,091.25

            	 	
              June
                2037

            
	
              I-27-B

            	 	
              (2)

            	 	
               $               2,028,091.25

            	 	
              June
                2037

            
	
              I-28-A

            	 	
              (2)

            	 	
               $               1,951,191.25

            	 	
              June
                2037

            
	
              I-28-B

            	 	
              (2)

            	 	
               $               1,951,191.25

            	 	
              June
                2037

            
	
              I-29-A

            	 	
              (2)

            	 	
               $               1,877,348.75

            	 	
              June
                2037

            
	
              I-29-B

            	 	
              (2)

            	 	
               $               1,877,348.75

            	 	
              June
                2037

            
	
              I-30-A

            	 	
              (2)

            	 	
               $               1,806,437.50

            	 	
              June
                2037

            
	
              I-30-B

            	 	
              (2)

            	 	
               $               1,806,437.50

            	 	
              June
                2037

            
	
              I-31-A

            	 	
              (2)

            	 	
               $               1,738,338.75

            	 	
              June
                2037

            
	
              I-31-B

            	 	
              (2)

            	 	
               $               1,738,338.75

            	 	
              June
                2037

            
	
              I-32-A

            	 	
              (2)

            	 	
               $               1,672,930.00

            	 	
              June
                2037

            
	
              I-32-B

            	 	
              (2)

            	 	
               $               1,672,930.00

            	 	
              June
                2037

            
	
              I-33-A

            	 	
              (2)

            	 	
               $               1,610,068.75

            	 	
              June
                2037

            
	
              I-33-B

            	 	
              (2)

            	 	
               $               1,610,068.75

            	 	
              June
                2037

            
	
              I-34-A

            	 	
              (2)

            	 	
               $               1,549,731.25

            	 	
              June
                2037

            
	
              I-34-B

            	 	
              (2)

            	 	
               $               1,549,731.25

            	 	
              June
                2037

            
	
              I-35-A

            	 	
              (2)

            	 	
               $               1,491,768.75

            	 	
              June
                2037

            
	
              I-35-B

            	 	
              (2)

            	 	
               $               1,491,768.75

            	 	
              June
                2037

            
	
              I-36-A

            	 	
              (2)

            	 	
               $               1,436,086.25

            	 	
              June
                2037

            
	
              I-36-B

            	 	
              (2)

            	 	
               $               1,436,086.25

            	 	
              June
                2037

            
	
              I-37-A

            	 	
              (2)

            	 	
               $               1,382,606.25

            	 	
              June
                2037

            
	
              I-37-B

            	 	
              (2)

            	 	
               $               1,382,606.25

            	 	
              June
                2037

            
	
              I-38-A

            	 	
              (2)

            	 	
               $               1,331,230.00

            	 	
              June
                2037

            
	
              I-38-B

            	 	
              (2)

            	 	
               $               1,331,230.00

            	 	
              June
                2037

            
	
              I-39-A

            	 	
              (2)

            	 	
               $               1,281,820.00

            	 	
              June
                2037

            
	
              I-39-B

            	 	
              (2)

            	 	
               $               1,281,820.00

            	 	
              June
                2037

            
	
              I-40-A

            	 	
              (2)

            	 	
               $               1,234,361.25

            	 	
              June
                2037

            
	
              I-40-B

            	 	
              (2)

            	 	
               $               1,234,361.25

            	 	
              June
                2037

            
	
              I-41-A

            	 	
              (2)

            	 	
               $               1,188,906.25

            	 	
              June
                2037

            
	
              I-41-B

            	 	
              (2)

            	 	
               $               1,188,906.25

            	 	
              June
                2037

            
	
              I-42-A

            	 	
              (2)

            	 	
               $               1,145,133.75

            	 	
              June
                2037

            
	
              I-42-B

            	 	
              (2)

            	 	
               $               1,145,133.75

            	 	
              June
                2037

            
	
              I-43-A

            	 	
              (2)

            	 	
               $               1,103,048.75

            	 	
              June
                2037

            
	
              I-43-B

            	 	
              (2)

            	 	
               $               1,103,048.75

            	 	
              June
                2037

            
	
              I-44-A

            	 	
              (2)

            	 	
               $               1,062,582.50

            	 	
              June
                2037

            
	
              I-44-B

            	 	
              (2)

            	 	
               $               1,062,582.50

            	 	
              June
                2037

            
	
              I-45-A

            	 	
              (2)

            	 	
               $               1,024,337.50

            	 	
              June
                2037

            
	
              I-45-B

            	 	
              (2)

            	 	
               $               1,024,337.50

            	 	
              June
                2037

            
	
              I-46-A

            	 	
              (2)

            	 	
               $                  986,862.50

            	 	
              June
                2037

            
	
              I-46-B

            	 	
              (2)

            	 	
               $                  986,862.50

            	 	
              June
                2037

            
	
              I-47-A

            	 	
              (2)

            	 	
               $                  950,812.50

            	 	
              June
                2037

            
	
              I-47-B

            	 	
              (2)

            	 	
               $                  950,812.50

            	 	
              June
                2037

            
	
              I-48-A

            	 	
              (2)

            	 	
               $                  916,151.25

            	 	
              June
                2037

            
	
              I-48-B

            	 	
              (2)

            	 	
               $                  916,151.25

            	 	
              June
                2037

            
	
              I-49-A

            	 	
              (2)

            	 	
               $             25,696,247.50

            	 	
              June
                2037

            
	
              I-49-B

            	 	
              (2)

            	 	
               $             25,696,247.50

            	 	
              June
                2037

            
	
              P

            	 	
              (2)

            	 	
               $                         100.00

            	 	
              June
                2037

            


    

    _______________

    
      	
              (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 REMIC II Remittance Rate, the initial Uncertificated Balance
      and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
      the “latest possible maturity date” for each of the REMIC II Regular Interests
      (as defined herein).  None of the REMIC II Regular Interests will be
      certificated.

     

    


    


    
      	
              
                Designation

              

            	 	
              REMIC
                II

              
                Remittance
                  Rate

              

            	 	
              
                Initial

                Uncertificated
                  Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              LTAA

            	 	
              (2)

            	 	
               $           561,435,444.78

            	 	
              June
                2037

            
	
              LTA1

            	 	
              (2)

            	 	
               $               2,332,120.00

            	 	
              June
                2037

            
	
              LTA2

            	 	
              (2)

            	 	
               $               1,790,930.00

            	 	
              June
                2037

            
	
              LTA3

            	 	
              (2)

            	 	
               $                  460,090.00

            	 	
              June
                2037

            
	
              LTM1

            	 	
              (2)

            	 	
               $                  269,260.00

            	 	
              June
                2037

            
	
              LTM2

            	 	
              (2)

            	 	
               $                  243,480.00

            	 	
              June
                2037

            
	
              LTM3

            	 	
              (2)

            	 	
               $                    63,020.00

            	 	
              June
                2037

            
	
              LTM4

            	 	
              (2)

            	 	
               $                  105,980.00

            	 	
              June
                2037

            
	
              LTM5

            	 	
              (2)

            	 	
               $                    71,610.00

            	 	
              June
                2037

            
	
              LTM6

            	 	
              (2)

            	 	
               $                    51,560.00

            	 	
              June
                2037

            
	
              LTM7

            	 	
              (2)

            	 	
               $                    68,750.00

            	 	
              June
                2037

            
	
              LTM8

            	 	
              (2)

            	 	
               $                    51,560.00

            	 	
              June
                2037

            
	
              LTM9

            	 	
              (2)

            	 	
               $                    63,020.00

            	 	
              June
                2037

            
	
              LTM10

            	 	
              (2)

            	 	
               $                    80,200.00

            	 	
              June
                2037

            
	
              LTM11

            	 	
              (2)

            	 	
               $                    77,350.00

            	 	
              June
                2037

            
	
              LTZZ

            	 	
              (2)

            	 	
               $               5,728,936.22

            	 	
              June
                2037

            
	
              LTP

            	 	
              (3)

            	 	
               $                         100.00

            	 	
              June
                2037

            
	
              LTIO

            	 	
              (2)

            	 	
              (4)

            	 	
              June
                2037

            


    

    _______________

    
      	
              (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 LTP will also be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (4)

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

            


    

    


    


    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)

            	 	
               $           233,212,000.00

            	 	
              June
                2037

            
	
              Class
                A-2

            	 	
              Variable(2)

            	 	
               $           179,093,000.00

            	 	
              June
                2037

            
	
              Class
                A-3

            	 	
              Variable(2)

            	 	
               $             46,009,000.00

            	 	
              June
                2037

            
	
              Class
                M-1

            	 	
              Variable(2)

            	 	
               $             26,926,000.00

            	 	
              June
                2037

            
	
              Class
                M-2

            	 	
              Variable(2)

            	 	
               $             24,348,000.00

            	 	
              June
                2037

            
	
              Class
                M-3

            	 	
              Variable(2)

            	 	
               $               6,302,000.00

            	 	
              June
                2037

            
	
              Class
                M-4

            	 	
              Variable(2)

            	 	
               $             10,598,000.00

            	 	
              June
                2037

            
	
              Class
                M-5

            	 	
              Variable(2)

            	 	
               $               7,161,000.00

            	 	
              June
                2037

            
	
              Class
                M-6

            	 	
              Variable(2)

            	 	
               $               5,156,000.00

            	 	
              June
                2037

            
	
              Class
                M-7

            	 	
              Variable(2)

            	 	
               $               6,875,000.00

            	 	
              June
                2037

            
	
              Class
                M-8

            	 	
              Variable(2)

            	 	
               $               5,156,000.00

            	 	
              June
                2037

            
	
              Class
                M-9

            	 	
              Variable(2)

            	 	
               $               6,302,000.00

            	 	
              June
                2037

            
	
              Class
                M-10

            	 	
              Variable(2)

            	 	
               $               8,020,000.00

            	 	
              June
                2037

            
	
              Class
                M-11

            	 	
              Variable(2)

            	 	
               $               7,735,000.00

            	 	
              June
                2037

            
	
              Class
                CE Interest

            	 	
              Variable(3)

            	 	
               $                         311.00

            	 	
              June
                2037

            
	
              Class
                P Interest

            	 	
              (4)

            	 	
               $                         100.00

            	 	
              June
                2037

            
	
              Class
                IO Interest

            	 	
              (5)

            	 	 	 	
              June
                2037

            


    

    _______________

    
      	
              (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)

            	 	
               $                         311.00

            	 	
              June
                2037

            


    

    _______________

    
      	
              (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 Class of
      Certificates.

     

    
      	
              
                Designation

              

            	 	
              
                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                P Certificates

            	 	
              Variable(2)

            	 	
              $          100.00

            	 	
              June
                2037

            


    

    _______________

    
      	
              (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

            	 	
              June
                2037

            


    

    _______________

    
      	
              (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 $572,893,411.98.

     

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

     

    


    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01  Defined
      Terms.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Available
      Distribution Amount”: With respect to any Distribution Date, an amount equal to
      the excess of (i) the sum of (a) the aggregate of the Monthly Payments due
      during the Due Period relating to such Distribution Date and received by the
      Servicer (or by a Sub-Servicer on its behalf) on or prior to the related
      Determination Date, (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 payable or reimbursable to the Servicer,
      the Trustee, the Trust Administrator, the Custodian and amounts payable to
      the
      Interest Rate Swap Provider (other than any Swap Termination Payment owed to
      the
      Interest Rate Swap Provider resulting from a Swap Provider Trigger Event),
      (b)
      amounts in respect of the items set forth in clauses (i)(a) through (i)(d)
      above
      deposited in the Collection Account or the Distribution Account in respect
      of
      the items set forth in clauses (i)(a) through (i)(d) above in error and (c)
      without duplication, any amounts in respect of the items set forth in clauses
      (i)(a) and (i)(b) permitted hereunder to be retained by the Servicer or to
      be
      withdrawn by the Servicer from the Collection Account pursuant to Section
      3.18.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Cap
      Trustee”:  Citibank, N.A.

     

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

     

    “Certificate”:
      Any one of the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
      Pass-Through Certificates, Series 2007-WFHE3, 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 II Regular Interest as follows:

     

    
      	
              
                Class

              

            	 	
              
                REMIC
                  II Regular Interest

              

            	 	
              
                Certificate
                  Margin

              

            
	 	 	 	 	
              
                (1)

              

            	 	
              
                (2)

              

            
	
              A-1

            	 	
              LTA1

            	 	
              0.050%

            	 	
              0.100%

            
	
              A-2

            	 	
              LTA2

            	 	
              0.160%

            	 	
              0.320%

            
	
              A-3

            	 	
              LTA3

            	 	
              0.250%

            	 	
              0.500%

            
	
              M-1

            	 	
              LTM1

            	 	
              0.260%

            	 	
              0.390%

            
	
              M-2

            	 	
              LTM1

            	 	
              0.270%

            	 	
              0.405%

            
	
              M-3

            	 	
              LTM3

            	 	
              0.280%

            	 	
              0.420%

            
	
              M-4

            	 	
              LTM4

            	 	
              0.360%

            	 	
              0.540%

            
	
              M-5

            	 	
              LTM5

            	 	
              0.420%

            	 	
              0.630%

            
	
              M-6

            	 	
              LTM6

            	 	
              0.700%

            	 	
              1.050%

            
	
              M-7

            	 	
              LTM7

            	 	
              1.600%

            	 	
              2.400%

            
	
              M-8

            	 	
              LTM8

            	 	
              2.000%

            	 	
              3.000%

            
	
              M-9

            	 	
              LTM9

            	 	
              2.500%

            	 	
              3.750%

            
	
              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 (1) a Regular Interest in
      REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
      IO
      Distribution Amount.

     

     “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 (1) a Regular Interest in
      REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
      IO
      Distribution Amount.

     

    “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 (1) a Regular Interest in
      REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
      IO
      Distribution Amount.

     

    “Class
      A
      Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
      Certificates and the Class A-3 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-15 and evidencing (1) a Regular Interest in REMIC IV, (2)
      beneficial ownership of the Reserve Fund and (3) beneficial ownership of the
      Supplemental Interest Trust.

     

    “Class
      CE
      Interest”:  An uncertificated interest in the Trust Fund held by the
      Trustee 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-4 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 65.60% 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-5 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 74.10% 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-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-6 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 76.30% 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.

     

    “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-7 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 80.00% 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-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-8 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 82.50% 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-9 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 84.30% 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.

     

    “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-10 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 86.70% 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-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-11 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 88.50% 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-12 and evidencing (1) a Regular Interest in REMIC III for
      purposes of the REMIC Provisions, (2) the right to receive the related Net
      WAC
      Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
      Amount.

     

    “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) 90.70% 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-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-13 and evidencing (1) a Regular Interest in
      REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
      IO
      Distribution Amount.

     

    “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) 93.50% 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-14 and evidencing (1) a Regular Interest in
      REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
      IO
      Distribution Amount.

     

    “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) 96.20% 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
      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-16 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
      Trustee 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-17 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-18 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”:  June 25, 2007.

     

    “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 2007-WFHE3,
      Asset-Backed Pass-Through Certificates, Series 2007-WFHE3,” 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

            
	
              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 2007-WFHE3, or such
      other address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Servicer and the Trust
      Administrator.

     

    “Credit
      Risk Manager”:  Clayton Fixed Income Services Inc., a Colorado
      corporation, 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”: 0.015% 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 Wells Fargo
      Bank, National Association.  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, June 1, 2007. With respect
      to all Qualified Substitute Mortgage Loans, their respective dates of
      substitution. References herein to the “Cut-off Date,” when used with respect to
      more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
      Mortgage Loans.

     

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

     

    “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 Exchange
      Act.

     

    “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 2007-WFHE3,
      Asset-Backed Pass-Through Certificates, Series 2007-WFHE3.” The Distribution
      Account must be an Eligible Account.

     

    “Distribution
      Date”: The 25th
      day of any month, or if such 25th day is
      not a
      Business Day, the Business Day immediately following such 25th day, commencing
      in
      July 2007.

     

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

     

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

     

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

     

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

     

    “Eligible
      Account”: Any of (i) an
      account or accounts maintained with a Depository Institution; provided, that
      following a downgrade, withdrawal, or suspension of any such Depository
      Institution’s rating below A-2 by S&P, such account shall promptly (and in
      any case within not more than 30 calendar days) be moved to one or more
      segregated trust accounts in the trust department of such institution, or to
      an
      account at another institution that complies with the above requirements, (ii)
      a
      trust account or accounts maintained with the corporate trust department of
      a
      federal or state chartered depository institution or trust company acting in
      its
      fiduciary capacity or (iii) an account otherwise acceptable to each Rating
      Agency without reduction or withdrawal of their then current ratings of the
      Certificates as evidenced by a letter from each Rating Agency to the Trustee
      and
      Trust Administrator.  Eligible Accounts may bear
      interest.  Notwithstanding Section 11.01, this Agreement may be
      amended to reduce the rating requirements in clause (i) above, without the
      consent of any of the Certificateholders, provided that the Person requesting
      such amendment obtains a letter from each Rating Agency stating that such
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates.

     

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

     

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

     

    “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 and (ii) the Credit Risk Manager
      Fee
      Rate.

     

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

     

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

     

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

     

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

     

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

     

    “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, to the extent such proceeds are not to be applied
      to
      the restoration of the related Mortgaged Property or released to the Mortgagor
      in accordance with the procedures that the Servicer would follow in servicing
      mortgage loans held for its own account, subject to the terms and conditions
      of
      the related Mortgage Note and Mortgage.

     

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

     

    “Interest
      Carry Forward Amount”: With respect to any Distribution Date and the 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 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 the Interest Rate Cap Provider,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit
      I.

     

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

     

    “Interest
      Rate Cap Provider”: The interest rate 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 the
      Closing Date between the Supplemental Interest Trust Trustee and the Interest
      Rate Swap Provider, including any schedule, confirmations, credit support annex
      or other credit support document relating thereto, and attached hereto as
      Exhibit K.

     

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

     

    “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 and Credit Risk Manager
      Fees).

     

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

     

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

     

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

     

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

     

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

     

    “Marker
      Rate”: With respect to the Class CE Interest and any Distribution Date, a per
      annum rate equal to two (2) times the weighted average of the REMIC II
      Remittance Rate for REMIC II Regular Interest LTA1, REMIC II Regular Interest
      LTA2, 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, 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, dated as of March 1, 2006, as amended by the First Amendment to
      the
      Amended and Restated Master Mortgage Loan Purchase Agreement, dated October
      26,
      2006.

     

    “Maximum
      Cap Rate”:   For any Distribution Date, a per annum rate equal to
      the product of (1) a per annum rate equal to the excess, if any, of (a) 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 (adjusted to
      reflect unscheduled principal payments made thereafter during the Prepayment
      Period that includes such first day) over (b) the Swap Expense Fee Rate for
      such
      Distribution Date and (2) 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 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, 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, 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; and

     

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

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans 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 Interest Rate 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 (1) a per annum rate equal to the excess, if any, of
      (a)
      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 (adjusted to
      reflect unscheduled principal payments made thereafter during the Prepayment
      Period that includes such first day) over (b) the Swap Expense Fee Rate for
      such
      Distribution Date and (2) 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 the previous Distribution Date
      not
      previously distributed together with interest accrued on such unpaid amount
      for
      the most recently ended Interest Accrual Period at the Formula Rate for such
      Class of Certificates and such Distribution Date.

     

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

     

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

     

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

     

    “Notional
      Amount”:  With respect to the Class CE Interest and any Distribution
      Date, the aggregate Uncertificated Balance of the REMIC 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”:  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 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 Reuters Screen LIBOR01 Page, 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 Reuters Screen LIBOR01 Page, 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 Distribution Date following the Distribution 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 the Trust Fund as of the Closing
      Date.

     

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

     

    “OTS
      Method”:  As defined in Section 4.02 hereof.

     

    “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 1.90% 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)
      3.80% 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 Balance 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 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.

     

    “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,
      Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization)
      received during the related Prepayment Period, net of any portion thereof that
      represents a recovery of principal for which an Advance was made by the Servicer
      pursuant to Section 4.03 in respect of a preceding Distribution Date and (iv)
      any Overcollateralization Increase Amount for such Distribution Date minus
      (v)
      any Overcollateralization Reduction Amount for such Distribution
      Date.  In no event will the Principal Distribution Amount with respect
      to any Distribution Date be (x) less than zero or (y) greater than the then
      outstanding aggregate Certificate Principal Balance of the 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 June 21, 2007, relating to the
      public offering of the Floating Rate Certificates (other than the Class M-11
      Certificates).

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
      Sponsor pursuant to or as contemplated by Section 2.03 or Section 9.01, and
      as
      confirmed by an Officers’ Certificate from the party purchasing the Mortgage
      Loan to the Trustee and the Trust Administrator, an amount equal to the sum
      of:
      (i) 100% of the Stated Principal Balance thereof as of the date of purchase
      (or
      such other price as provided in Section 9.01), (ii) in the case of (x) a
      Mortgage Loan, accrued interest on such Stated Principal Balance at the
      applicable Mortgage Loan Remittance Rate in effect from time to time from the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      an advance by the Servicer, which payment or advance had as of the date of
      purchase been distributed pursuant to Section 4.01, through the end of the
      calendar month in which the purchase is to be effected, and (y) an REO Property,
      the sum of (1) accrued interest on such Stated Principal Balance at the
      applicable Mortgage Loan Remittance Rate in effect from time to time from the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      an advance by the Servicer through the end of the calendar month immediately
      preceding the calendar month in which such REO Property was acquired, plus
      (2)
      REO Imputed Interest for such REO Property for each calendar month commencing
      with the calendar month in which such REO Property was acquired and ending
      with
      the calendar month in which such purchase is to be effected, minus the total
      of
      all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I
      Advances that as of the date of purchase had been distributed as or to cover
      REO
      Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing
      Advances and P&I Advances and any unpaid Servicing Fees allocable to such
      Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the
      Collection Account in respect of such Mortgage Loan or REO Property pursuant
      to
      Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage
      Loan
      required to be purchased pursuant to Section 2.03, expenses incurred or to
      be
      incurred by the Trust Fund in respect of the breach or defect giving rise to
      the
      purchase obligation including any costs and damages incurred by the Trust Fund
      in connection with any violation of any predatory or abusive lending law with
      respect to the related Mortgage Loan.  With respect to any Mortgage
      Loan or REO Property to be purchased by the Originator 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) [reserved], (iv) have a remaining term to maturity
      not greater than (and not more than one year less than) that of the Deleted
      Mortgage Loan, (v) have the same Due Date as the Due Date on the Deleted
      Mortgage Loan, (vi) have a Loan-to-Value Ratio as of the date of substitution
      equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
      as
      of such date and (vii) conform to each representation and warranty set forth
      in
      the Assignment Agreement applicable to the Deleted Mortgage Loan. In the event
      that one or more mortgage loans are substituted for one or more Deleted Mortgage
      Loans, the amounts described in clause (i) hereof shall be determined on the
      basis of aggregate principal balances, the Mortgage Rates described in clause
      (ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
      the terms described in clause (viii) shall be determined on the basis of
      weighted average remaining terms to maturity, the Loan-to-Value Ratios described
      in clause (iv) hereof shall be satisfied as to each such mortgage loan and,
      except to the extent otherwise provided in this sentence, the representations
      and warranties described in clause (vi) hereof must be satisfied as to each
      Qualified Substitute Mortgage Loan or in the aggregate, as the case may
      be.  With respect to the Originator, a mortgage loan substituted for a
      Deleted Mortgage Loan pursuant to the terms of the 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 and Moody’s 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 Certificate 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 Floating Rate 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 Reserve Fund, 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 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 10.676%. 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) 10.676% 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 Article II hereunder, 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 LTA2,
      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 LTA2,
      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  the denominator of
      which  is the aggregate Uncertificated Balance of REMIC II Regular
      Interest LTA1, REMIC II Regular Interest LTA2, 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 LTA2, 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

            
	 	 	 	 	 
	
              1

            	 	
              I-1-A
                through I-49-A

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

            
	 	 	 	 	 
	
              2

            	 	
              I-2-A
                through I-49-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              3

            	 	
              I-3-A
                through I-49-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

            
	 	 	 	 	 
	
              4

            	 	
              I-4-A
                through I-49-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

            
	 	 	 	 	 
	
              5

            	 	
              I-5-A
                through I-49-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

            
	 	 	 	 	 
	
              6

            	 	
              I-6-A
                through I-49-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

            
	 	 	 	 	 
	
              7

            	 	
              I-7-A
                through I-49-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

            
	 	 	 	 	 
	
              8

            	 	
              I-8-A
                through I-49-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

            
	 	 	 	 	 
	
              9

            	 	
              I-9-A
                through I-49-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

            
	 	 	 	 	 
	
              10

            	 	
              I-10-A
                through I-49-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

            
	 	 	 	 	 
	
              11

            	 	
              I-11-A
                through I-49-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

            
	 	 	 	 	 
	
              12

            	 	
              I-12-A
                through I-49-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

            
	 	 	 	 	 
	
              13

            	 	
              I-13-A
                through I-49-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

            
	 	 	 	 	 
	
              14

            	 	
              I-14-A
                through I-49-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

            
	 	 	 	 	 
	
              15

            	 	
              I-15-A
                through I-49-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

            
	 	 	 	 	 
	
              16

            	 	
              I-16-A
                through I-49-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

            
	 	 	 	 	 
	
              17

            	 	
              I-17-A
                through I-49-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

            
	 	 	 	 	 
	
              18

            	 	
              I-18-A
                through I-49-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

            
	 	 	 	 	 
	
              19

            	 	
              I-19-A
                through I-49-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

            
	 	 	 	 	 
	
              20

            	 	
              I-20-A
                through I-49-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

            
	 	 	 	 	 
	
              21

            	 	
              I-21-A
                through I-49-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

            
	 	 	 	 	 
	
              22

            	 	
              I-22-A
                through I-49-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

            
	 	 	 	 	 
	
              23

            	 	
              I-23-A
                through I-49-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

            
	 	 	 	 	 
	
              24
                through 26

            	 	
              I-24-A
                through I-49-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

            
	 	 	 	 	 
	
              27

            	 	
              I-25-A
                through I-49-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

            
	 	 	 	 	 
	
              28

            	 	
              I-26-A
                through I-49-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

            
	 	 	 	 	 
	
              29

            	 	
              I-27-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              I-28-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              I-29-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              I-30-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              I-31-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              I-32-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              I-33-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              I-34-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              37

            	 	
              I-35-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              38

            	 	
              I-36-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              39

            	 	
              I-37-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              40

            	 	
              I-38-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              41

            	 	
              I-39-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              42

            	 	
              I-40-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              43

            	 	
              I-41-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              44

            	 	
              I-42-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              45

            	 	
              I-43-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              I-44-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              I-45-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              I-46-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              49

            	 	
              I-47-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              I-48-A
                through I-49-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              I-49-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest LTIO, and (i) the first Distribution Date
      through the 51st 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 (ii) 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.

     

    “Reserve
      Fund”: The Reserve Fund established and maintained pursuant to Section
      4.13.  The Reserve Fund must be an account or accounts maintained
      with a
      Depository Institution; provided, that following a downgrade, withdrawal, or
      suspension of any such Depository Institution’s rating below A-1 by S&P,
      such account shall promptly (and in any case within not more than 60 calendar
      days) be moved to one or more segregated trust accounts in the trust department
      of such institution, or to an account at another institution that complies
      with
      the above requirements.

     

    “Reserve
      Fund Target”:  An amount equal to the greater of (1) zero and (2) the
      excess, if any, of (a) the Overcollateralization Target Amount for such
      Distribution Date and (b) the Overcollateralized Amount for such Distribution
      Date.

     

    “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.

     

    “Reuters
      Screen LIBOR01 Page”: The display page currently so designated on the Reuters
      Monitor Money Rates Service (or such other page as may replace that page on
      that
      service for the purpose of displaying comparable rates or prices)

     

    “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”:  With respect to any Distribution Date, the
      percentage equivalent of a fraction, the numerator of which is the sum of (i)
      the aggregate Certificate Principal Balance of the Mezzanine Certificates and
      the Class CE Certificates, calculated after taking into account distribution
      of
      the Principal Distribution Amount to Holders of the Certificates then entitled
      to distributions of principal on the related Distribution Date and (ii) the
      amount on deposit in the Reserve Fund immediately prior to 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 the Interest
      Distribution Amount for such Class for such Distribution Date and the Interest
      Carry Forward Amount, if any, for such Class 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) 56.20% 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.

     

    “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 or 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 Cap Agreement
      or
      the Interest Rate Swap Agreement, as applicable, (assuming that one-month LIBOR
      for each remaining Calculation Period (as defined in the Interest Rate Cap
      Agreement or the Interest Rate Swap Agreement, as applicable) 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 , us , 3 ; (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 or the Interest Rate Swap Agreement, as applicable, in months and
      the
      Trust Administrator shall click (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 or the Interest Rate Swap Agreement, as applicable (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 Floating
      Rate 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 July 2010 and (b) the first Distribution
      Date on which the Senior Enhancement Percentage (calculated for this purpose
      only after taking into account distributions of principal on the Mortgage Loans
      but prior to any distribution of the Principal Distribution Amount to the
      Certificates then entitled to distributions of principal on such Distribution
      Date) is equal to or greater than 43.80%.

     

    “Sub-Servicer”:
      Any Person with which the 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.

     

    “Subordinate
      Certificates”: Collectively, the Mezzanine Certificates and the Class CE
      Certificates.

     

    “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.

     

    “Supplemental
      Interest Trust Trustee”:  Citibank, N.A., a national banking
      association, not in its individual capacity but solely in its capacity as
      Supplemental Interest Trust Trustee, and any successor thereto.

     

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

     

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

     

    “Swap
      Expense Fee Rate”:  With respect to each Distribution Date, an amount,
      expressed as a per annum rate, equal to the product of 12 and a fraction, the
      numerator of which is the sum of any Net Swap Payment and any Swap Termination
      Payment (other than any Swap Termination Payment resulting from a Swap Provider
      Trigger Event) owed to the Interest Rate Swap 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).

     

    “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 Interest Rate
      Swap Provider under the Interest Rate Swap Agreement.

     

    “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 Interest Rate 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 Interest Rate 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 Interest Rate 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.

     

    “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 36.50% of the Senior Enhancement Percentage
      for
      the prior Distribution Date; or

     

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

     

    
      	
              
                Distribution
                  Date Occurring In

              

            	 	
              
                Percentage

              

            
	
              July
                2009 through June 2010

            	 	
              1.10%
                for the first month plus an additional 1/12th of 1.40% for each month
                thereafter

            
	
              July
                2010 through June 2011

            	 	
              2.50%
                for the first month plus an additional 1/12th of 1.45% for each month
                thereafter

            
	
              July
                2011 through June 2012

            	 	
              3.95%
                for the first month plus an additional 1/12th of 1.15% for each month
                thereafter

            
	
              July
                2012 through June 2013

            	 	
              5.10%
                for the first month plus an additional 1/12th of 0.65% for each month
                thereafter

            
	
              July
                2013 and thereafter

            	 	
              5.75%

            


    

    


    “Trust”:  Citigroup
      Mortgage Loan Trust 2007-WFHE3.

     

    “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 Cap Agreement, the Interest Rate Swap Agreement, the Swap Account,
      the Supplemental Interest Trust, the Reserve Fund, 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 or 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

              

            
	
              1

            	 	
              I-1-A
                through I-49-A

            
	
              2

            	 	
              I-2-A
                through I-49-A

            
	
              3

            	 	
              I-3-A
                through I-49-A

            
	
              4

            	 	
              I-4-A
                through I-49-A

            
	
              5

            	 	
              I-5-A
                through I-49-A

            
	
              6

            	 	
              I-6-A
                through I-49-A

            
	
              7

            	 	
              I-7-A
                through I-49-A

            
	
              8

            	 	
              I-8-A
                through I-49-A

            
	
              9

            	 	
              I-9-A
                through I-49-A

            
	
              10

            	 	
              I-10-A
                through I-49-A

            
	
              11

            	 	
              I-11-A
                through I-49-A

            
	
              12

            	 	
              I-12-A
                through I-49-A

            
	
              13

            	 	
              I-13-A
                through I-49-A

            
	
              14

            	 	
              I-14-A
                through I-49-A

            
	
              15

            	 	
              I-15-A
                through I-49-A

            
	
              16

            	 	
              I-16-A
                through I-49-A

            
	
              17

            	 	
              I-17-A
                through I-49-A

            
	
              18

            	 	
              I-18-A
                through I-49-A

            
	
              19

            	 	
              I-19-A
                through I-49-A

            
	
              20

            	 	
              I-20-A
                through I-49-A

            
	
              21

            	 	
              I-21-A
                through I-49-A

            
	
              22

            	 	
              I-22-A
                through I-49-A

            
	
              23

            	 	
              I-23-A
                through I-49-A

            
	
              24
                through 26

            	 	
              I-24-A
                through I-49-A

            
	
              27

            	 	
              I-25-A
                through I-49-A

            
	
              28

            	 	
              I-26-A
                through I-49-A

            
	
              29

            	 	
              I-27-A
                through I-49-A

            
	
              30

            	 	
              I-28-A
                through I-49-A

            
	
              31

            	 	
              I-29-A
                through I-49-A

            
	
              32

            	 	
              I-30-A
                through I-49-A

            
	
              33

            	 	
              I-31-A
                through I-49-A

            
	
              34

            	 	
              I-32-A
                through I-49-A

            
	
              35

            	 	
              I-33-A
                through I-49-A

            
	
              36

            	 	
              I-34-A
                through I-49-A

            
	
              37

            	 	
              I-35-A
                through I-49-A

            
	
              38

            	 	
              I-36-A
                through I-49-A

            
	
              39

            	 	
              I-37-A
                through I-49-A

            
	
              40

            	 	
              I-38-A
                through I-49-A

            
	
              41

            	 	
              I-39-A
                through I-49-A

            
	
              42

            	 	
              I-40-A
                through I-49-A

            
	
              43

            	 	
              I-41-A
                through I-49-A

            
	
              44

            	 	
              I-42-A
                through I-49-A

            
	
              45

            	 	
              I-43-A
                through I-49-A

            
	
              46

            	 	
              I-44-A
                through I-49-A

            
	
              47

            	 	
              I-45-A
                through I-49-A

            
	
              48

            	 	
              I-46-A
                through I-49-A

            
	
              49

            	 	
              I-47-A
                through I-49-A

            
	
              50

            	 	
              I-48-A
                through I-49-A

            
	
              51

            	 	
              I-49-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.

     

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

     

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

     

    “United
      States Person”: A citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in, or under the laws of,
      the
      United States, any State thereof or the District of Columbia (except, in the
      case of a partnership, to the extent provided in regulations); provided that,
      for purposes solely of the restrictions on the transfer of the 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 3.24) 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 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, the Cap Account, the Reserve Fund, the Interest Rate
      Swap Agreement and the 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 an executed copy of the Assignment
      Agreement, and the Trustee and the Trust Administrator acknowledge receipt
      of
      the same on behalf of the Certificateholders.

     

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

     

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

     

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

     

    (iii)  Unless
      the Mortgage Loan is registered on the MERS® System, an assignment from the
      Originator or an Affiliate of the Originator to the Trustee in 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 (v) 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 (v) 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 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.  Notwithstanding anything to the
      contrary herein, it is understood that the 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 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 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.

     

    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 or by-laws of the Servicer or (B) conflict with, result in a breach,
      violation or acceleration of, or result in a default under, the terms of any
      other material agreement or instrument to which the Servicer is a party or
      by
      which it may be bound, or any statute, order or regulation applicable to the
      Servicer of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Servicer; and the Servicer is not a party
      to,
      bound by, or in breach or violation of any indenture or other agreement or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the
      Servicer's knowledge, would in the future materially and adversely affect,
      (x)
      the ability of the Servicer to perform its obligations under this Agreement,
      (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 Custodian on its behalf and shall inure to the benefit of
      the
      Trustee, the Trust Administrator, the Depositor and the Certificateholders.
      Upon
      discovery by any of the Depositor, the Servicer, the Trust Administrator or
      the
      Trustee of a breach of any of the foregoing representations, warranties and
      covenants which materially and adversely affects the value of any Mortgage
      Loan
      or the interests therein of the Certificateholders, the party discovering such
      breach shall give prompt written notice (but in no event later than two Business
      Days following such discovery) to the Trustee and the Trust Administrator.
      Subject to Section 7.01, the obligation of the Servicer set forth in Section
      2.03(c) to cure breaches shall constitute the sole remedies against the Servicer
      available to the Certificateholders, the Depositor, the Trust Administrator
      or
      the Trustee on behalf of the Certificateholders respecting a breach of the
      representations, warranties and covenants contained in this Section
      2.05.

     

    SECTION
      2.06  Issuance
      of the Certificates.

     

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

     

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

     

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

     

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

     

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

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests (which are uncertificated) for the benefit of the Holders
      of
      the 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-III
      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-X 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 V.

     

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

     

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

     

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

     

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

     

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

     

    To
      the
      extent consistent with the foregoing, the Servicer (a) shall seek the timely
      and
      complete recovery of principal and interest on the Mortgage Notes and (b) shall
      waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
      following circumstances: (i) 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-Servicing Agreement must provide
      for the servicing of Mortgage Loans in a manner consistent with the servicing
      arrangement contemplated hereunder.

     

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

     

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

     

    SECTION
      3.03  Successor
      Sub-Servicers.

     

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

     

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

     

    SECTION
      3.04  Liability
      of the Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      3.07  Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the Mortgage Loans, and shall, to the extent such
      procedures shall be consistent with this Agreement and the terms and provisions
      of any applicable insurance policies, follow such collection procedures as
      it
      would follow with respect to mortgage loans comparable to the Mortgage Loans
      and
      held for its own account. Consistent with the foregoing and the servicing
      standards set forth in Section 3.01, the Servicer may in its discretion (i)
      waive any late payment charge or, if applicable, penalty interest 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;
      and

     

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

     

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

     

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

     

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

     

    (c)  Funds
      in
      the Collection Account and the Distribution Account may be invested in Permitted
      Investments in accordance with the provisions set forth in Section 3.12. The
      Servicer shall give notice to the Trust Administrator 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 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

     

    (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;
      provided, however, that the Servicer shall not use any procedure in selecting
      Mortgage Loans to be repurchased which is materially adverse to the interests
      of
      the Certificateholders. The Purchase Price for any Mortgage Loan purchased
      hereunder shall be deposited in the Collection Account, and the Trust
      Administrator, upon receipt of written certification from the Servicer of such
      deposit, shall release or cause to be released to the Servicer the related
      Mortgage File and the Trust Administrator, upon receipt of written certification
      from the Servicer of such deposit, shall execute and deliver such instruments
      of
      transfer or assignment, in each case without recourse, as the Servicer shall
      furnish and as shall be necessary to vest in the Servicer title to any Mortgage
      Loan released pursuant hereto.

     

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

     

    SECTION
      3.17  Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a)  Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Servicer will immediately notify the Custodian, on behalf
      of
      the Trustee, by a Request for Release in the form of Exhibit E (which
      certification shall include a statement to the effect that all amounts received
      or to be received in connection with such payment which are required to be
      deposited in the Collection Account pursuant to Section 3.10 have been or will
      be so deposited) of a Servicing Officer and shall request that the Custodian,
      on
      behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
      certification and request, the Custodian, on behalf of the Trustee, shall
      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 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 2008, an Officers’ Certificate (an “Annual Statement of
      Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the  Servicer during the preceding calendar year and of
      performance under this Agreement has been made under such officers’ supervision
      and (ii) to the best of such officers’ knowledge, based on such review, the
      Servicer has fulfilled all of its obligations under this Agreement in all
      material respects throughout such year, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status of cure provisions
      thereof.  The Servicer shall deliver, or cause any Sub-Servicer to
      deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
      the Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans, to the Trust Administrator as described above as and when
      required with respect to the Servicer.

     

    If
      the
      Servicer 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 supersede any
      other provision in this Agreement or any other agreement to the
      contrary.

     

    The
      Servicer shall indemnify and hold harmless the Depositor, the Trust
      Administrator and their officers, directors and Affiliates from and against
      any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based 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 2008, the following:

     

    (i)  a
      report
      (an “Assessment of Compliance”) regarding the Servicer’s assessment of
      compliance with the Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122 of Regulation AB.  Such report shall be signed by an authorized
      officer of the Servicer, and shall address each of the 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
      supersede any other provision in this Agreement or any other agreement to the
      contrary.

     

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

     

    The
      Servicer shall indemnify and hold harmless the Depositor and the Trust
      Administrator and their officers, directors and Affiliates from and against
      any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based 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:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Servicer shall deliver to the Trust Administrator for deposit into the
      Distribution Account on 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.

     

    ARTICLE
      IV

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      4.01  Distributions.

     

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

     

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

     

    (ii)  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

     

    (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, 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, 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;

     

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

     

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

     

    (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 and the Class A-3 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 Reserve Fund and 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 and the Class A-3 Certificates, on a pro rata basis based
      on the Certificate Principal Balances of each such Class, until their respective
      Certificate Principal Balances have been reduced to zero.

     

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

     

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

     

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

     

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

     

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

     

    (ii)  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, to the extent remaining
      undistributed;

     

    (iii)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any remaining
      Overcollateralization Increase Amount;

     

    (iv)  to
      the
      Reserve Fund, until the amount on deposit therein is equal to the Reserve Fund
      Target for such Distribution Date;

     

    (v)  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 Carry Forward Amount, to the extent remaining
      undistributed;

     

    (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, in each case up to the related Allocated Realized Loss Amount related
      to
      such Certificates for such Distribution Date remaining
      undistributed;

     

    (vii)  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

     

    (viii)  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.

     

    Notwithstanding
      the foregoing, the aggregate amount distributed under clause (iii) above on
      such
      Distribution Date, when added to the cumulative amount distributed under clause
      (iii) above on all prior Distribution Dates, shall not exceed the cumulative
      amount of Realized Losses incurred on the Mortgage Loans since the Cut-off
      Date
      through the last day of the related Prepayment Period (reduced by the aggregate
      amount of Subsequent Recoveries received since the Cut-off Date through the
      last
      day of the related Prepayment Period).

     

    (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 pursuant to the Interest Rate Swap Agreement 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 Trust Administrator shall withdraw from amounts
      on
      deposit in the Swap Account (other than amounts representing Swap Termination
      Payments received by the Supplemental Interest Trust Trustee or Net Swap
      Payments received by the Supplemental Interest Trust Trustee) prior to any
      distribution to any Certificates and pay as follows:

     

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

     

    (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 Monthly Excess Cashflow and amounts on the deposit in the Net WAC
      Rate Carryover Reserve Account as set forth above, the Trust Administrator
      shall
      distribute the amount on deposit in the 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)  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, to the extent remaining
      undistributed;

     

    (iii)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any remaining
      Overcollateralization Increase Amount;

     

    (iv)  to
      the
      Reserve Fund, until the amount on deposit therein is equal to the Reserve Fund
      Target for such Distribution Date;

     

    (v)  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 Carry Forward Amount, to the extent remaining
      undistributed;

     

    (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, in each case up to the Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed;

     

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

     

    (viii)  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; and

     

    (ix)  to
      the
      Class CE Certificates.

     

    Notwithstanding
      the foregoing, the aggregate amount distributed under clause (iii) above on
      such
      Distribution Date, when added to the cumulative amount distributed under clause
      (iii) above on all prior Distribution Dates, shall not exceed the cumulative
      amount of Realized Losses incurred on the Mortgage Loans since the Cut-off
      Date
      through the last day of the related Prepayment Period (reduced by the aggregate
      amount of Subsequent Recoveries received since the Cut-off Date through the
      last
      day of the related Prepayment Period).

     

    (8)           
      On each Distribution Date, to the extent that the amount remaining on deposit
      in
      the Reserve Fund exceeds the Reserve Fund Target for such Distribution Date,
      the
      Trust Administrator will withdraw the excess amount and distribute such amount
      in the following order of priority:

     

    (i)  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;

     

    (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 each case up to the related Allocated Realized Loss Amount related
      to
      such certificates for such Distribution Date remaining
      undistributed;

     

    (iii)  concurrently,
      to each class of Class A Certificates, the related Net WAC Rate Carryover
      Amount, to the extent 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 Net WAC Rate Carryover Amounts
      remaining;

     

    (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, the related Net WAC Rate Carryover Amount, to the extent remaining
      undistributed; and

     

    (v)  any
      remaining amout to the holders of the Class CE Certificates.

     

    (9)           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:

     

    (i)  to
      Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through
      I-49-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;
      and

     

    (ii)  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-49-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.

     

    (10)           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 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 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 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 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 in respect
      of
      which (a) one monthly payment is delinquent, (b) two monthly payments are
      delinquent, (c) three monthly payments are delinquent and (d) foreclosure
      proceedings have begun, calculated in accordance with the OTS
      method;

     

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

     

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

     

    (x)  the
      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, unless otherwise set forth in the Form 10-D relating to such
      distribution date, material modifications, extensions or waivers to mortgage
      loan terms, fees, penalties or payments during the preceding calendar month
      or
      that have become material over time;

     

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

     

    (xxx)   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 “OTS Method”). 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.

     

    In
      addition, the Trust Administrator will report on Form 10-D any material breaches
      of representations and warranties regarding the Mortgage Loans to the extent
      actually known to a Responsible Officer of the Trust Administrator, in a format
      that is mutually agreeable to the Depositor and the Trust
      Administrator.

     

    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 (xxx) 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
      2007,
      the Trust Administrator shall calculate the Significance Percentage of the
      Interest Rate Cap Agreement and the Interest Rate Swap Agreement.  If
      on any such Distribution Date, the Significance Percentage of the Interest
      Rate
      Cap Agreement or the Interest Rate Swap Agreement, respectively, is equal to
      or
      greater than 10%, the Trust Administrator shall promptly notify the Depositor
      and the Depositor shall file, by Form 10-D no later than fifteen days following
      the related Distribution Date, the financial statements of the Interest Rate
      Cap
      Provider or the Interest Rate Swap Provider, respectively, 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 amounts on deposit in the Reserve Fund, fourth, to the Class CE
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; fifth, to the Class M-11 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero, sixth, to the Class M-10 Certificates
      until the Certificate Principal Balance thereof has been reduced to zero;
      seventh, to the Class M-9 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; eighth, to the Class M-8 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; ninth,
      to
      the Class M-7 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; tenth to the Class M-6 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; eleventh, to the Class
      M-5
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; twelfth, to the Class M-4 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; thirteenth, to the Class M-3
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; fourteenth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero and fifteenth, 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)  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-49-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 2007-WFHE3.”  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(a)(5).

     

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

     

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

     

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

     

    (f)  For
      federal tax return and information reporting, the right of the Holders of the
      Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Rate Carryover Amount 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 determining what information is required to be filed on Form
      8-K
      or for any filing that is not made on a timely basis in accordance with
      Regulation AB in the event that such information is not delivered to the Trust
      Administrator on or prior to the fourth Business Day prior to the applicable
      filing deadline.

     

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

     

    (iii)           Prior
      to January 30 of the first year in which the Trust Administrator is able to
      do
      so under applicable law, the Trust Administrator shall, in accordance with
      industry standards, file a Form 15 Suspension Notice with respect to the Trust
      Fund, if applicable. Prior to (x) March 15, 2008 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, 2008 and (y) unless and
      until a Form 15 Suspension Notice shall have been filed, March 31 of each year
      thereafter, the Trust Administrator shall file a Form 10-K, in substance as
      required by applicable law or applicable Securities and Exchange Commission
      staff’s interpretations and conforming to industry standards, with respect to
      the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
      Attestation Report, Annual Compliance Statements and other documentation
      provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with
      respect to any Sub-Servicer or subcontractor, if required to be filed) and
      Section 3.21 with respect to the Trust Administrator, and the Form 10-K
      certification in the form attached hereto as Exhibit H-1 (the “Certification”)
      signed by the senior officer of the Depositor in charge of
      securitization.  The Trust Administrator shall receive the items
      described in the preceding sentence no later than March 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, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1st of each
      year
      thereafter, each entity that is indicated in Exhibit B as the responsible party
      for providing Additional Form 10-K Disclosure shall be required to provide
      to
      the Trust Administrator and the Depositor, to the extent known, the form and
      substance of any Additional Form 10-K Disclosure Information, if applicable.
      The
      Trust Administrator shall compile the information provided to it, prepare the
      Form 10-K and forward the Form 10-K to the Depositor for
      verification.  The Depositor will approve, as to form and substance,
      or disapprove, as the case may be, the Form 10-K by no later than March 25th of the
      relevant
      year (or the immediately preceding Business Day if March 25th is not
      a Business
      Day), an officer of the Depositor shall sign the Form 10-K and return an
      electronic or fax copy of such signed Form 10-K (with an original executed
      hard
      copy to follow by overnight mail) to the Trust Administrator.

     

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

     

    The
      Trust
      Administrator shall sign a certification (in the form attached hereto as
      Exhibit H-2) for the benefit of the Depositor and its officers, directors
      and Affiliates in respect of items 1 through 3 of the Certification (the “Trust
      Administrator Certification”) (provided, however, that the Trust Administrator
      shall not undertake an analysis of the Attestation Report attached as an exhibit
      to the Form 10-K), and the Servicer shall sign a certification (the “Servicer
      Certification) solely with respect to the Servicer (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 Trust Administrator shall establish and maintain
      with
      itself or the Cap Administrator, a separate, segregated trust account titled,
      “Citibank, N.A., as Cap Trustee, in trust for the registered holders of
      Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed Certificates, Series
      2007-WFHE3—Cap Account.” Such account shall be an Eligible Account and amounts
      therein shall be held uninvested.

     

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

     

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

     

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

     

    SECTION
      4.09  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
      2007-WFHE3.”  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 Interest Rate 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 Interest Rate Swap Provider shall first be deemed paid to the
      Interest Rate 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
      Interest Rate 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.  If the Supplemental Interest Trust becomes characterized
      as a partnership for federal income tax purposes, the Trust Administrator shall
      (i) obtain, or cause to be obtained, a taxpayer identification number for the
      Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared
      and
      filed, any necessary federal, state or local tax returns for the Supplemental
      Interest Trust and (iii) prepare and provide to any requesting withholding
      agent, or cause to be prepared and provided to any requesting withholding agent,
      any necessary withholding tax form.  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 III 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  Collateral
      Accounts.

     

    (a)  The
      Trust
      Administrator (in its capacity as Cap Trustee) is hereby directed to perform
      the
      obligations of the Custodian as defined under the Interest Rate Cap Credit
      Support Annex (the “Interest Rate Cap Custodian”).  On or before the
      Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate
      Cap Collateral Account.  The Interest Rate Cap Collateral Account
      shall be held in the name of the Interest Rate Cap Custodian in trust for the
      benefit of the Certificateholders.  The Interest Rate Cap Collateral
      Account must be an Eligible Account and shall be titled “Interest Rate Cap
      Collateral Account, Citibank, N.A., as Interest Rate Cap Custodian for
      registered Certificateholders of Citigroup Mortgage Loan Trust 2007-WFHE3,
      Asset-Backed Pass-Through Certificates, Series 2007-WFHE3.”

     

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

     

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

     

    The
      Interest Rate Cap Custodian shall not be liable for the selection of Permitted
      Investments or for any investment losses incurred through investment of the
      Posted Collateral (as defined in the Interest Rate Cap Credit Support Annex)
      into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y)
      Prime-1 by Moody’s or Aaa by Moody’s, as directed by the Interest Rate Cap
      Provider.  The Interest Rate Cap Custodian shall have no liability in
      respect of losses incurred as a result of the liquidation of any such Permitted
      Investments prior to its stated maturity or failure of the Interest Rate Cap
      Provider to provide timely written direction.  If no investment
      direction is provided, such amounts shall remain uninvested.

     

    In
      the
      event the Interest Rate Cap Custodian does not meet the Custodian Required
      Rating Threshold (as defined in the Interest Rate Cap Agreement), the Cap
      Trustee, at the direction of the Depositor, shall within 60 days obtain a
      replacement Interest Rate Cap Custodian that meets the Custodian Required Rating
      Threshold.

     

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

     

    (b)  The
      Trust
      Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby
      directed to perform the obligations of the Custodian as defined under the Swap
      Credit Support Annex (the “Swap Custodian”).  On or before the Closing
      Date, the Swap Custodian shall establish a Swap Collateral
      Account.  The Swap Collateral Account shall be held in the name of the
      Swap Custodian in trust for the benefit of the
      Certificateholders.  The Swap Collateral Account must be an Eligible
      Account and shall be titled “Swap Collateral Account, Citibank, N.A., as Swap
      Custodian, in trust for the registered holders of Citigroup Mortgage Loan Trust
      2007-WFHE3, Asset-Backed Pass-Through Certificates, Series 2007-WFHE3, Mortgage
      Pass-Through Certificates.”

     

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

     

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

     

    The
      Swap
      Custodian shall not be liable for the selection of Permitted Investments or
      for
      any investment losses incurred through investment of the Posted Collateral
      (as
      defined in the Swap Credit Support Annex) into Permitted Investments rated
      at
      least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by
      Moody’s, as directed by the Interest Rate Swap Provider.  The Swap
      Custodian shall have no liability in respect of losses incurred as a result
      of
      the liquidation of any such Permitted Investments prior to its stated maturity
      or failure of the Interest Rate Swap Provider to provide timely written
      direction.  If no investment direction is provided, such amounts shall
      remain uninvested.

     

    In
      the
      event the Swap Custodian does not meet the Custodian Required Rating Threshold
      (as defined in the Interest Rate Swap Agreement), the Supplemental Interest
      Trust Trustee, at the direction of the Depositor, shall within 60 days obtain
      a
      replacement Swap Custodian that meets the Custodian Required Rating
      Threshold.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Swap Agreement) with respect to the Interest Rate Swap Provider
      or
      upon occurrence or designation of an Early Termination Date (as defined in
      the
      Interest Rate Swap Agreement) as a result of any such Event of Default or
      Specified Condition with respect to the Interest Rate Swap Provider, and, in
      either such case, unless the Interest Rate Swap Provider has paid in full all
      of
      its Obligations (as defined in the Swap Credit Support Annex) that are then
      due,
      then any collateral posted by the Interest Rate Swap Provider in accordance
      with
      the Swap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Interest Rate Swap Agreement) in accordance
      with the Swap Credit Support Annex.  To the extent the Swap Custodian
      is required to return any of the Posted Collateral (as defined in the Swap
      Credit Support Annex) to the Interest Rate Swap Provider under the terms of
      the
      Swap Credit Support Annex, the Swap Custodian shall return such collateral
      in
      accordance with the terms of the Swap Credit Support Annex.

     

    SECTION
      4.12  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) herein and as set forth in the
      Cap Administration Agreement.

     

    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) herein and as set forth in the Cap Administration
      Agreement.

     

    (b)  In
      the
      event that the Interest Rate 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 notice
      of
      a Responsible Officer 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 Interest Rate 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 Interest Rate 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 notice
      of
      the Interest Rate 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 Interest Rate 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), at the direction of the
      Depositor, will use reasonable efforts to appoint a successor swap provider
      to
      enter into a new interest rate swap agreement on terms substantially 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
      Interest Rate 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 Interest Rate 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
      Interest Rate Swap Provider, such termination payment will be distributed in
      accordance with Section 4.01(a)(7).

     

    SECTION
      4.13  Reserve
      Fund.

     

    (a)  No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      a
      separate, segregated trust account titled, “Reserve Fund, Citibank, N.A., as
      Trust Administrator, in trust for the registered holders of Citigroup Mortgage
      Loan Trust, Asset-Backed Pass-Through Certificates, Series
      2007-WFHE3.”  The Reserve Fund 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 shall deposit into the Reserve Fund
      certain payments received under the Interest Rate Cap Agreement and the Interest
      Rate Swap Agreement for such Distribution Date as set forth in Section
      4.01(a)(6)(iv) and Section 4.01(a)(7)(iv).  On each Distribution Date,
      the Trust Administrator shall hold all such amounts for the benefit of the
      Holders of the Floating Rate Certificates, and shall distribute such amounts
      in
      accordance with the priorities set forth in Section 4.01(a)(8).

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Reserve Fund 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 Reserve Fund 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 Reserve
      Fund be treated as a partnership.  If the Reserve Fund becomes
      characterized as a partnership for federal income tax purposes, the Trust
      Administrator shall (i) obtain, or cause to be obtained, a taxpayer
      identification number for the Reserve Fund, (ii) prepare and file, or cause
      to
      be prepared and filed, any necessary federal, state or local tax returns for
      the
      Reserve Fund and (iii) prepare and provide to any requesting withholding agent,
      or cause to be prepared and provided to any requesting withholding agent, any
      necessary withholding tax form.  All amounts deposited into the
      Reserve Fund 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 Reserve Fund shall be released by the Trust Fund and distributed to the
      Class CE Certificateholders or their designees.  The Reserve Fund
      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 Reserve Fund 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 Reserve Fund may be invested in Permitted
      Investments.

     

    (f)  For
      federal tax return and information reporting, the right of the Holders of the
      Floating Rate Certificates to receive payments from the Reserve Fund shall
      be
      assigned a value of zero.

     

    


     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    SECTION
      5.01  The
      Certificates.

     

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

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-18. 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 or
      the
      Trustee shall be liable for any delay in the delivery of such instructions
      and
      may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Trust Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Trust
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    SECTION
      5.02  Registration
      of Transfer and Exchange of Certificates.

     

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

     

    (b)  No
      transfer of any Private Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the “1933 Act”), and effective registration or qualification
      under applicable state securities laws, or is made in a transaction that does
      not require such registration or qualification. In the event that such a
      transfer of a Private Certificate is to be made without registration or
      qualification (other than in connection with (i) the initial transfer of any
      such Certificate by the Depositor to an Affiliate of the Depositor or, in the
      case of the Residual Certificates, the first transfer by an Affiliate of the
      Depositor or the first transfer by the initial transferee 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.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each beneficial owner of
      a
      Class A Certificate, Mezzanine Certificate or any interest therein, shall
      represent or be deemed to have represented, by virtue of its acquisition or
      holding of the Class A Certificate, Mezzanine 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 (“PTE”) 91-23, as amended by PTE
      97-34, PTE 2000-58, PTE 2002-41 and PTE 2007-05 (the “Underwriters’ 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 either (I) Prohibited Transaction Class
      Exemption (“PTCE”) 95-60 or (II) except in the case of a Class M-11 Certificate,
      PTCE 84-14, 91-38, 90-1 or 96-23.

     

    Each
      beneficial owner of a Class A Certificate that is a Private Certificate or
      any
      interest therein that is acquired subsequent to the termination of the
      Supplemental Interest Trust shall represent or 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 trustee or other Person acting on behalf
      of a Plan or using “plan assets” of a Plan to effect such acquisition (including
      any insurance company using funds in its general or separate accounts that
      may
      constitute “plan assets”) or (ii) it is an “accredited investor” as defined in
      Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended, and
      covenants to obtain from any transferee of the Certificate such a representation
      and covenant.

     

    Each
      beneficial owner of a Mezzanine Certificate or any interest therein which is
      acquired subsequent to 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 trustee
      or other Person acting on behalf of a Plan or using “plan assets” of a Plan to
      effect such acquisition (including any insurance company using funds in its
      general or separate accounts that may constitute “plan assets”), (ii) except in
      the case of a Class M-11 Certificate, (A) it has acquired and is holding the
      Certificate in reliance on the Underwriters’ Exemption, (B) in the case of a
      Private Certificate, it is an “accredited investor” as defined in Rule 501(a)(1)
      of Regulation D of the Securities Act of 1933, as amended, and covenants to
      obtain from  any transferee of such Certificate such a representation
      and covenant, and (C) it understands that there are certain conditions to the
      availability of the Underwriters’ Exemption, including that the Certificate must
      be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by
      S&P, Moody’s, Fitch Ratings, Dominion Bond Rating Service Limited (known as
      DBRS Limited) or Dominion Bond Rating Service, Inc. (known as DBRS, Inc.) (each,
      an “Exemption Rating Agency”) 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 four 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
      four 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.

     

    (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.

     

    Any
      Person appointed as successor trust administrator pursuant to this Section
      8.07
      shall also be required to serve as successor cap trustee under the Interest
      Rate
      Cap Agreement and successor supplemental interest trust trustee under the
      Interest Rate Swap Agreement.

     

    SECTION
      8.08  Successor
      Trustee or Trust Administrator.

     

    Any
      successor trustee or trust administrator appointed as provided in Section 8.07
      shall execute, acknowledge and deliver to the Depositor, the Trustee or the
      Trust Administrator, as applicable, and to its predecessor trustee or trust
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or trust administrator
      shall become effective and such successor trustee or trust administrator,
      without any further act, deed or conveyance, shall become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder, with
      the like effect as if originally named as trustee or trust administrator herein.
      The predecessor trustee or trust administrator shall deliver to the successor
      trustee or trust administrator all Mortgage Files and related documents and
      statements, as well as all moneys, held by it hereunder and the Depositor and
      the predecessor trustee or trust administrator shall execute and deliver such
      instruments and do such other things as may reasonably be required for more
      fully and certainly vesting and confirming in the successor trustee or trust
      administrator all such rights, powers, duties and obligations.

     

    No
      successor trustee or trust administrator shall accept appointment as provided
      in
      this Section unless at the time of such acceptance such successor trustee or
      trust administrator shall be eligible under the provisions of Section 8.06
      and
      the appointment of such successor trustee or trust administrator shall not
      result in a downgrading of any Class of Certificates by the Rating Agencies,
      as
      evidenced by a letter from the Rating Agencies.

     

    Upon
      acceptance of appointment by a successor trustee or trust administrator as
      provided in this Section, the Depositor shall mail notice of the succession
      of
      such trustee or trust administrator hereunder to all Holders of Certificates
      at
      their addresses as shown in the Certificate Register. If the Depositor fails
      to
      mail such notice within 10 days after acceptance of appointment by the successor
      trustee or trust administrator, the successor trustee or trust administrator
      shall cause such notice to be mailed at the expense of the
      Depositor.

     

    Any
      Person appointed as successor trust administrator pursuant to Section 8.08
      shall
      also be required to serve as successor Cap Trustee under the Interest Rate
      Cap
      Agreement and the Cap Administration Agreement and 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.

     

    SECTION
      8.16  Email
      Communications.

     

    Notwithstanding
      anything to the contrary herein, any and all email communications (both text
      and
      attachments) by or from the Trust Administrator that the Trust Administrator
      in
      its sole discretion deems to contain confidential, proprietary, and/or sensitive
      information shall be encrypted. The recipient (the “Email Recipient”) of the
      email communication will be required to complete a one-time registration
      process. Instructions on how to register and/or retrieve an encrypted message
      will be included in the first secure email sent by the Trust Administrator
      to
      the Email Recipient. Additional information and assistance on using the Trust
      Administrator’s encryption technology can be found at the Trust Administrator's
      website www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling
      (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

     

    ARTICLE
      IX


     

    TERMINATION

     

    SECTION
      9.01  Termination
      Upon Repurchase or Liquidation of the Mortgage Loans.

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Servicer, the Trustee and the Trust
      Administrator with respect to the Mortgage Loans (other than the obligations
      of
      the Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05
      and of the Servicer to provide for and the Trust Administrator to make payments
      in respect of the REMIC 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 (the “Termination Price”); provided,
      however, such option may only be exercised if the Termination Price is
      sufficient to result in the payment of any Swap Termination Payment payable
      to
      the Interest Rate Swap Provider and 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 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 Interest Rate Swap Provider and the Trust Administrator
      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 Section 9.01(c),
      the Trust Administrator shall
      request in writing (in accordance with the applicable provision of the Interest
      Rate Swap Agreement) from the Swap Provider the amount of the Estimated Swap
      Termination Payment.  The Swap Provider shall, no later than 2:00 pm
      on the following Business Day, notify in writing (which may be done in
      electronic format) the Trust Administrator of the amount of the Estimated Swap
      Termination Payment; the Trust Administrator shall promptly on the next Business
      Day notify the Terminator of the amount of the Estimated Swap Termination
      Payment; and

     

    (iii)  Two
      (2)
      Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Section 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 to the Terminator and the Interest Rate 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 of the Optional
      Termination 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 Interest Rate 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 Interest
      Rate Swap Provider shall provide to the Trust Administrator written notice
      of
      the amount of the Swap Termination Payment not later than one (1) Business
      Days
      prior to the final Distribution Date specified in the notices required pursuant
      to Section 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 Interest
      Rate
      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 (as set forth in Section 9.01(d)) for deposit in the Distribution
      Account 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 (exclusive of any right to receive distributions
      from
      or obligation to make payments to the Net WAC Rate Carryover Reserve Account
      in
      respect of the Net WAC Rate Carryover Amount, the Reserve Fund, the Cap Account
      or the Swap Account), 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 (exclusive of any right to receive
      distributions from or obligation to make payments to the Net WAC Rate Carryover
      Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap
      Account) 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.  The SWAP IO Interest 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
      Holders of Certificates; provided, however, that no such amendment shall (i)
      reduce in any manner the amount of, or delay the timing of, payments received
      on
      Mortgage Loans which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, (ii) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      (as
      evidenced by either (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 parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of  the
      Interest Rate 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 Interest
      Rate Swap Provider, which consent shall not be unreasonably withheld,
      conditioned or delayed.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall make
      available a copy of such amendment on its website.

     

    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 2007-WFHE3 (telecopy number (949) 250-6450),
      or
      such other address or telecopy number as may hereafter be furnished to the
      Trustee, the Servicer and the Depositor in writing by the Trust Administrator
      and (d) in the case of the Trustee, U.S. Bank National Association, One Federal
      Street – 3rd
      Floor, Boston, Massachusetts 02110, Attention: Structured Finance/CMLTI
      2007-WFHE3 (telecopy number (617) 603-6637), or such other address or telecopy
      number as may hereafter be furnished to the Servicer, the Trust Administrator
      and the Depositor in writing by the Trustee. Any notice required or permitted
      to
      be given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    SECTION
      11.06  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    SECTION
      11.07  Notice
      to
      Rating Agencies.

     

    The
      Trust
      Administrator shall use its best efforts promptly to provide notice to the
      Rating Agencies, and the Servicer shall use its best efforts promptly to provide
      notice to the Trust Administrator, with respect to each of the following of
      which the Trust Administrator or the Servicer, as applicable, has actual
      knowledge:

     

    1.           Any
      material change or amendment to this Agreement;

     

    2.           The
      occurrence of any Servicer Event of Default that has not been cured or
      waived;

     

    3.           The
      resignation or termination of the Servicer, the Trust Administrator or the
      Trustee;

     

    4.           The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    5.           The
      final payment to the Holders of any Class of Certificates;

     

    6.           Any
      change in the location of the Collection Account or the Distribution
      Account;

     

    7.           Any
      event that would result in the inability of the Trust Administrator or the
      Trustee, as applicable, were it to succeed as Servicer, to make advances
      regarding delinquent Mortgage Loans; and

     

    8.           The
      filing of any claim under the Servicer’s blanket bond and errors and omissions
      insurance policy required by Section 3.14 or the cancellation or material
      modification of coverage under any such instrument.

     

    In
      addition, the Trust Administrator shall make available to the Rating Agencies
      copies of each report to Certificateholders described in Section 4.02 and the
      Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly
      furnish to the Rating Agencies copies of the following:

     

    1.           Each
      annual statement as to compliance described in Section 3.20; and

     

    2.           Each
      annual independent public accountants’ servicing report described in Section
      3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to 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
      Interest Rate Swap Provider shall be an express third-party beneficiary of
      this
      Agreement to the extent of its express rights to receive any payments under
      this
      Agreement or any other express rights of the Interest Rate Swap Provider
      explicitly stated in this Agreement, and shall have the right to enforce such
      rights under this Agreement as if it were a party hereto.

     

    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/
              Peter
              Steinmetz	 
	 	Name: 
	Peter
              Steinmetz	 
	 	Title:	Director	 
	 	 	 	 


    

     

    
       

      
        	 	
                
                  WELLS
                    FARGO BANK, N.A.,

                  as
                    Servicer

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                Gretchen E.
                Leff	 
	 	Name: 
	Gretchen
                E. Leff	 
	 	Title:	
                Assistant Vice
                  President

                Wells Fargo Home Mortgage

              	 
	 	 	 


      

    

     

    
       

      
         

        
          	 	
                  
                    
                      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/
                    Clare M.
                    O’Brien	 
	 	Name: 
	Clare
                    M. O’Brien	 
	 	Title:	
                    Vice
                      President

                  	 
	 	 	 


          

        

      

       

    

     

     

    
      
        	
                For
                  purposes of
                  Sections 6.06, 6.07 and 6.08:

              	 
	
                CLAYTON
                  FIXED INCOME SERVICES
                  INC.

              	 
	 	 
	
                By:           /s/
                  Kevin J.
                  Kanouff

              	 
	
                Name:      Kevin
                  J. Kanouff

              	 
	
                Title:        President
                  and General Counsel

              	 


      

    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       
        


      
        
          	
                  STATE
                    OF NEW YORK

                	)
	 	) ss.:
	
                  COUNTY
                    OF NEW YORK

                	)


        

      

       

    

     

     

    On
      the
      ____ day of June 2007, before me, a notary public in and for said State,
      personally appeared __________________, known to me to be a __________________
      of Citigroup Mortgage Loan Trust Inc., one of the corporations that executed
      the
      within instrument, and also known to me to be the person who executed it on
      behalf of said entity, and acknowledged to me that such corporation executed
      the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

     

     

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        
          	
                  STATE
                    OF ____________

                	)
	 	) ss.:
	
                  COUNTY
                    OF __________

                	)


        

      

    

     

     

    On
      the
      ____ day of June 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      Wells Fargo Bank, N.A., one of the entities that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said entity,
      and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      


       

      
        	 	 
	 	
                Notary
                  Public

              




    

     

     

    [Notarial
      Seal]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                 STATE
                  OF NEW YORK

              

            	)
	 	) ss.:
	
              
                COUNTY
                  OF NEW YORK

              

            	)


    

     

     

    On
      the
      ____ day of June 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      Citibank, N.A., one of the entities that executed the within instrument, and
      also known to me to be the person who executed it on behalf of said entity,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

     

     

    [Notarial
      Seal]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                
                  STATE
                    OF ____________

                

              

            	)
	 	) ss.:
	
              
                
                  COUNTY
                    OF __________

                

              

            	)


    

     

     

    On
      the
      ____ day of June 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      U.S. Bank National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said entity, and acknowledged to me that such entity executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    


    
       

      
        	 	 
	 	
                Notary
                  Public

              


      

       

    

     

     

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-1 Certificates as
                    of the
                    Issue Date: $233,212,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $233,212,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAA7

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

        ___________________________________________________________________________________________________________________________________________________________

        ___________________________________________________________________________________________________________________________________________________________ 

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

        


         

        EXHIBIT
          A-2

         

        FORM
          OF
          CLASS A-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-2 Certificates as
                    of the
                    Issue Date: $183,319,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    : $183,319,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP: 17313CAB5

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        
 

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

         

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         
          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

         

         

        EXHIBIT
          A-3

         

        FORM
          OF
          CLASS A-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-3 Certificates as
                    of the
                    Issue Date: $42,239,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $42,239,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAC3

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 




        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

        


        EXHIBIT
          A-4

         

        FORM
          OF
          CLASS 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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-1 Certificates as
                    of the
                    Issue Date: $26,953,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $26,953,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:  17313CAD1

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

         

         

        EXHIBIT
          A-5

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-2 Certificates as
                    of the
                    Issue Date: $24,372,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $24,372,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAE9

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

        


        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

         

        


        EXHIBIT
          A-6

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-3 Certificates as
                    of the
                    Issue Date: $6,308,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $6,308,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAF6

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

        
          
            

          

           

          
            

          
 (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

         

         

        EXHIBIT
          A-7

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-4 Certificates as
                    of the
                    Issue Date: $10,609,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $10,609,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAG4

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

        
           

          
            

          

           

          
            

          
(Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

        


         

        EXHIBIT
          A-8

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-5 Certificates as
                    of the
                    Issue Date: $7,168,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $7,168,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAH2

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Authorized
                  Signatory	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

        
           

          
            

          

           
            
              

            

          
 (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

        


        EXHIBIT
          A-9

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-6 Certificates as
                    of the
                    Issue Date: $5,161,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    : $5,161,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAJ8

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Authorized
                  Officer	 


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

        
           

          
            

          

          
            

          
 (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

        


        EXHIBIT
          A-10

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-7 Certificates as
                    of the
                    Issue Date: $6,882,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $6,882,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAK5

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


        


        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

        
           

          
            

          

           

          
            

          
 (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

        


        EXHIBIT
          A-11

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-8 Certificates as
                    of the
                    Issue Date: $5,161,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $5,161,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAL3

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

        


        EXHIBIT
          A-12

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-9 Certificates as
                    of the
                    Issue Date: $6,308,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $6,308,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAM1

                


        

         

        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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          _______________________________________________________________________________________________
          _______________________________________________________________ for the
          account
          of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

        


        EXHIBIT
          A-13

         

        FORM
          OF
          CLASS M-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
                    2007-WFHE3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-10 Certificates
                    as of the
                    Issue Date: $8,028,000.00

                
	 	 
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $8,028,000.00

                
	 	 
	
                  Cut-off
                    Date and date of Pooling and Servicing Agreement: June 1,
                    2007

                	
                  Servicer:  Wells
                    Fargo Bank, N.A.

                
	 	 
	
                  First
                    Distribution Date: July 25, 2007

                	
                  Trust
                    Administrator:  Citibank, N.A.

                
	 	 
	
                  No.
                    1

                	
                  Trustee:
                    U.S. Bank National Association

                
	 	 
	 	
                  Issue
                    Date: June 25, 2007

                
	 	 
	 	
                  CUSIP:
                    17313CAN9

                


        

         

        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 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:
          June ___, 2007

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

        


        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	Citibank,
                  N.A., as Trust
                  Administrator	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Signatory

                	 


        

        


         

        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - Custodian

                
	 	 
	
                  TEN
                    ENT - as tenants by the entireties

                	
                  (Cust)
                    (Minor) under

                  Uniform
                    Gifts to Minors Act

                
	 	 
	
                  JT
                    TEN - as joint tenants with right

                  if
                    survivorship and not as

                  tenants
                    in common

                	
                  _______________

                  (State)

                


        

        


        Additional
          abbreviations may also be used though not in the above list.

         

         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s)  unto
          ________________________________________________________________________________________________

         

          
            

          

           
            
              

            

          

        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset-Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Trustee to issue a new Certificate of a like Percentage
          Interest and Class to the above named assignee and deliver such Certificate
          to
          the following address:

         

        
          	 
	 	
                  .

                


        

        


        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or
          otherwise, in immediately available funds to
          __________________________________________________________________________________________________________________________________________
          for the account of ___________________________________, account number
          ______________________________, or, if mailed by check, to
          _________________________________________________________ Applicable
          statements should be mailed to
          ________________________________________________________ This
          information is provided by ___________________________________________,
          the
          assignee named above, or ________________________________________, as its
          agent.

         

         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-14

       

      FORM
        OF
        CLASS M-11 CERTIFICATE

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
        HAS AN INTEREST HEREIN.

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,  THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
        CLASS
        M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
        THE
        CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES
        AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
        SERVICING AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT 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
                  2007-WFHE3

              	 	
                Aggregate
                  Certificate Principal Balance of the Class M-11 Certificates as
                  of the
                  Issue Date: $7,742,000.00

              
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $7,742,000.00

              
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: June 1,
                  2007

              	 	
                Servicer:  Wells
                  Fargo Bank, N.A.

              
	
                First
                  Distribution Date: July 25, 2007

              	 	
                Trust
                  Administrator:  Citibank, N.A.

              
	
                No.
                  1

              	 	
                Trustee:
                  U.S. Bank National Association

              
	 	 	
                Issue
                  Date: June 25, 2007

              
	 	 	
                CUSIP:
                  17313CAP4

              


      

       

      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:
        June ___, 2007


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

       

      
 

      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      
 

      ABBREVIATIONS

      


      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	 	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

              
	
                 

                TEN
                  ENT -

                 

              	
                 

                as
                  tenants by the entireties

              	 	 	
                (Cust)       
                      (Minor)

                under
                  Uniform Gifts to Minors Act

                 

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right if survivorship and not as tenants in
                  common

              	 	 	
                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

       

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and
        transfer(s)  unto
        ______________________________________________________________________________

      
        	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset-Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      
 

      DISTRIBUTION
        INSTRUCTIONS

       

      
        	
                The
                  assignee should include the
                  following for purposes of distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by
                  wire transfer or otherwise, in immediately available funds

              	 
	
                to
                  __________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  ______________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number___________, or, if mailed by check, to
                  _________________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                This
                  information is provided by
                  _____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  _______________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-15

       

      FORM
        OF
        CLASS CE 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 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 SHALL BE MADE UNLESS THE TRANSFEREE OF SUCH
        CERTIFICATE 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.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      
        	
                Series:
                  2007-WFHE3

              	 	
                Aggregate
                  Certificate Principal Balance of the Class CE Certificates as of
                  the Issue
                  Date: $[ ]

                 

              
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $[ ]

                 

              
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: June 1,
                  2007

              	 	
                Servicer:  Wells
                  Fargo Bank, N.A.

              
	
                First
                  Distribution Date: July 25, 2007

              	 	
                Trust
                  Administrator: Citibank, N.A.

              
	
                No.
                  1

              	 	
                Trustee:
                  U.S. Bank National Association

              
	
                Aggregate
                  Notional Amount of the Class

                CE
Certificates
                  as of the Issue
                  Date:  $[ ]

              	 	
                Issue
                  Date: June 25, 2007

              


      

      


      THE
        OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
        TIME
        MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
        BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
        CERTIFICATE.

       

       

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of conventional one- to four-family, fixed-rate
        and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
        Loans”) formed and sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      
        	
                THIS
                  CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
                  CITIGROUP
                  MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR,
                  THE
                  TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                  NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
                  OR
                  INSTRUMENTALITY OF THE UNITED
                  STATES.

              


      

       

      This
        certifies that 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 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.  In addition, no
        transfer of this Certificate shall be made except in accordance with the
        tax
        certification form procedures set forth in 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:
        June ___, 2007

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	 	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

              
	
                 

                TEN
                  ENT -

                 

              	
                 

                as
                  tenants by the entireties

              	 	 	
                (Cust)        (Minor)

                under
                  Uniform Gifts to Minors Act

                 

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right if survivorship and not as tenants in
                  common

              	 	 	
                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

       

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and
        transfer(s)  unto
        ______________________________________________________________________________

      
        	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

       

      
 

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      
 

      DISTRIBUTION
        INSTRUCTIONS

       

      
        	
                The
                  assignee should include the
                  following for purposes of distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by
                  wire transfer or otherwise, in immediately available funds

              	 
	
                to
                  __________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  ______________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number___________, or, if mailed by check, to
                  _________________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                This
                  information is provided by
                  _____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  _______________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        A-16

       

      FORM
        OF
        CLASS P 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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      


       

      
        	
                Series:
                  2007-WFHE3

              	 	
                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: June 1,
                  2007

              	 	
                Denomination:
                  $100.00

              
	
                First
                  Distribution Date: July 25, 2007

              	 	
                Servicer:  Wells
                  Fargo Bank, N.A.

              
	
                No.
                  1

              	 	
                Trust
                  Administrator:  Citibank, N.A.

              
	 	 	
                Trustee:
                  U.S. Bank National Association

              
	 	 	
                Issue
                  Date: June 25, 2007

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

       

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate and
        adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
        Loans”) formed and sold by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      
        	
                THIS
                  CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
                  CITIGROUP
                  MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR,
                  THE
                  TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                  NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
                  OR
                  INSTRUMENTALITY OF THE UNITED
                  STATES.

              


      

      


      This
        certifies that 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 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:
        June ___, 2007

      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      ABBREVIATIONS

      


      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	 	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

              
	
                 

                TEN
                  ENT -

                 

              	
                 

                as
                  tenants by the entireties

              	 	 	
                (Cust)        (Minor)

                under
                  Uniform Gifts to Minors Act

                 

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right if survivorship and not as tenants in
                  common

              	 	 	
                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and
        transfer(s)  unto
        ______________________________________________________________________________

      
        	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

       

      
 

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

       

      
 

      DISTRIBUTION
        INSTRUCTIONS

       

      
        	
                The
                  assignee should include the
                  following for purposes of distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by
                  wire transfer or otherwise, in immediately available funds

              	 
	
                to
                  __________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  ______________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number___________, or, if mailed by check, to
                  _________________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                This
                  information is provided by
                  _____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  _______________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-17

       

      FORM
        OF
        CLASS R CERTIFICATE

       

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

       

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

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED
        TO
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
        COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
        SUCH
        TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
        OR
        POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
        ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
        ANY
        ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
        THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
        ANY
        ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
        DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
        TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
        ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
        OR
        COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
        CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
        TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE.  EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND
        THE
        PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
        HEREIN.  ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
        FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

       

      
        	
                Series
                  2007-WFHE3

              	 	
                Aggregate
                  Percentage Interest of the Class R Certificates as of the Issue
                  Date:
                  100%

              
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: June 1,
                  2007

              	 	 
	
                First
                  Distribution Date: July 25, 2007

              	 	
                Servicer:  Wells
                  Fargo Bank, N.A.

              
	
                No.
                  1

              	 	
                Trust
                  Administrator:  Citibank, N.A.

              
	 	 	
                Trustee:
                  U.S. Bank National Association

              
	 	 	
                Issue
                  Date: June 25, 2007

              


      

      


       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of conventional one- to four-family, fixed-rate,
        first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      CITIGROUP
        MORTGAGE LOAN TRUST INC.

       

      
        	
                THIS
                  CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
                  CITIGROUP
                  MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR,
                  THE
                  TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                  NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
                  OR
                  INSTRUMENTALITY OF THE UNITED
                  STATES.

              


      

      


      This
        certifies that Citigroup Global Markets Inc. is the registered owner of a
        Percentage Interest (obtained by dividing the denomination of this Certificate
        by the aggregate Certificate Principal Balance of the Class R Certificates
        as of
        the Issue Date) in that certain beneficial ownership interest evidenced by
        all
        the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
        dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
        Inc. (hereinafter called the “Depositor,” which term includes any successor
        entity under the Agreement), the Servicer, the Trust Administrator and the
        Trustee, a summary of certain of the pertinent provisions of which is set
        forth
        hereafter.  To the extent not defined herein, the capitalized terms
        used herein have the meanings assigned in the Agreement.  This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th day of
        each month
        or, if such 25th day is
        not a
        Business Day, the Business Day immediately following (a “Distribution Date”),
        commencing on the First Distribution Date specified above, to the Person
        in
        whose name this Certificate is registered on the Record Date, in an amount
        equal
        to the product of the Percentage Interest evidenced by this Certificate and
        the
        amount required to be distributed to the Holders of Class R Certificates
        on such
        Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Trust Administrator by wire transfer in immediately
        available funds to the account of the Person entitled thereto if such Person
        shall have so notified the Trust Administrator in writing at least five Business
        Days prior to the Record Date immediately prior to such Distribution Date
        or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register.  Notwithstanding the above, the final distribution on this
        Certificate will be made after due notice by the Trust Administrator of the
        pendency of such distribution and only upon presentation and surrender of
        this
        Certificate at the office or agency appointed by the Trust Administrator
        for
        that purpose as provided in the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset-Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates equal to the denomination specified on the face
        hereof divided by the aggregate Certificate Principal Balance of the Class
        of
        Certificates specified on the face hereof.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Servicer, the Trust Administrator, the Trustee, and the rights of the
        Certificateholders under the Agreement at any time by the Depositor, the
        Servicer, the Trust Administrator and the Trustee with the consent of the
        Holders of Certificates entitled to at least 66% of the Voting Rights. Any
        such
        consent by the Holder of this Certificate shall be conclusive and binding
        on
        such Holder and upon all future Holders of this Certificate and of any
        Certificate issued upon the transfer hereof or in exchange herefor or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      Any
        resale, transfer or other disposition of this certificate may be made only
        in
        accordance with the provisions of section 5.02 of the agreement referred
        to
        herein.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Trust Administrator as provided in the Agreement,
        duly
        endorsed by, or accompanied by an assignment in the form below or other written
        instrument of transfer in form satisfactory to the Trust Administrator duly
        executed by, the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates of the same Class in
        authorized denominations evidencing the same aggregate Percentage Interest
        will
        be issued to the designated transferee or transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same.  No
        service charge will be made for any such registration of transfer or exchange
        of
        Certificates, but the Trust Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Certificates.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Trust
        Administrator shall require receipt of (i) if such transfer is purportedly
        being
        made in reliance upon Rule 144A under the 1933 Act, written certifications
        from
        the Holder of the Certificate desiring to effect the transfer, and from such
        Holder’s prospective transferee, substantially in the forms attached to the
        Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
        satisfactory to it that such transfer may be made without such registration
        or
        qualification (which Opinion of Counsel shall not be an expense of the Trust
        Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
        in their respective capacities as such), together with copies of the written
        certification(s) of the Holder of the Certificate desiring to effect the
        transfer and/or such Holder’s prospective transferee upon which such Opinion of
        Counsel is based. None of the Depositor or the Trust Administrator is obligated
        to register or qualify the Class of Certificates specified on the face hereof
        under the 1933 Act or any other securities law or to take any action not
        otherwise required under the Agreement to permit the transfer of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Trust Administrator, the Depositor, the Servicer and any
        Sub-Servicer against any liability that may result if the transfer is not
        so
        exempt or is not made in accordance with such federal and state
        laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any person using Plan Assets to acquire this Certificate shall be made except
        in
        accordance with Section 5.02(b) of the Agreement.

       

      Prior
        to
        registration of any transfer, sale or other disposition of this Certificate,
        the
        proposed transferee shall provide to the Trust Administrator (i) an affidavit
        to
        the effect that such transferee is any Person other than a Disqualified
        Organization or the agent (including a broker, nominee or middleman) of a
        Disqualified Organization, and (ii) a certificate that acknowledges that
        (A) the
        Class R Certificates have been designated as a residual interest in the REMICs
        as set forth in the Agreement, (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 any
        REMIC.

       

      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 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:
        June ___, 2007

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	 	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

              
	
                 

                TEN
                  ENT -

                 

              	
                 

                as
                  tenants by the entireties

              	 	 	
                (Cust)        (Minor)

                under
                  Uniform Gifts to Minors Act

                 

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right if survivorship and not as tenants in
                  common

              	 	 	
                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

       

      
 

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and
        transfer(s)  unto
        ______________________________________________________________________________

      
        	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset-Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

       

      
 

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      
 

      DISTRIBUTION
        INSTRUCTIONS

       

      
        	
                The
                  assignee should include the
                  following for purposes of distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by
                  wire transfer or otherwise, in immediately available funds

              	 
	
                to
                  __________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  ______________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number___________, or, if mailed by check, to
                  _________________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                This
                  information is provided by
                  _____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  _______________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A-18

       

      FORM
        OF
        CLASS R-X CERTIFICATE

       

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

       

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

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED
        TO
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
        COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
        SUCH
        TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
        OR
        POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
        ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
        ANY
        ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
        THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
        ANY
        ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
        DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
        TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
        ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
        OR
        COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
        CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
        TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE.  EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND
        THE
        PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
        HEREIN.  ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
        FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

       

      
        	
                Series
                  2007-WFHE3

              	 	
                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: June 1,
                  2007

              	 	 
	
                First
                  Distribution Date: July 25, 2007

              	 	
                Servicer:  Wells
                  Fargo Bank, N.A.

              
	
                No.
                  1

              	 	
                Trust
                  Administrator:  Citibank, N.A.

              
	 	 	
                Trustee:
                  U.S. Bank National Association

              
	 	 	
                Issue
                  Date: June 25, 2007

              


      

      


       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a 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 the
        REMICs
        as set forth in the Agreement, (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 any
        REMIC.

       

      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 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:
        June ___, 2007

      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      


      


      
        	
                Citibank,
                  N.A., as Trust Administrator

              
	 
	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	 	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

              
	
                 

                TEN
                  ENT -

                 

              	
                 

                as
                  tenants by the entireties

              	 	 	
                (Cust)        (Minor)

                under
                  Uniform Gifts to Minors Act

                 

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right if survivorship and not as tenants in
                  common

              	 	 	
                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and
        transfer(s)  unto
        ______________________________________________________________________________

      
        	 
	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset-Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Trustee to issue a new Certificate of a like Percentage
        Interest and Class to the above named assignee and deliver such Certificate
        to
        the following address:

       

      
        	 
	 	
                .

              


      

      


      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      
 

      DISTRIBUTION
        INSTRUCTIONS

       

      
        	
                The
                  assignee should include the
                  following for purposes of distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by
                  wire transfer or otherwise, in immediately available funds

              	 
	
                to
                  __________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  ______________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number___________, or, if mailed by check, to
                  _________________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                This
                  information is provided by
                  _____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  _______________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the Trust
        Administrator pursuant to Section 4.07(a)(iv).  If the Trust
        Administrator is indicated below as to any item, then the Trust Administrator
        is
        primarily responsible for obtaining that information.

      


      Under
        Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
        included in the periodic Distribution Date statement under Section 4.02,
        provided by the Trust Administrator based on information received from the
        Servicer; and b) items marked “Form 10-D report” are required to be in the Form
        10-D report but not the 4.02 statement, provided by the party
        indicated.  Information under all other Items of Form 10-D is to be
        included in the Form 10-D report.

      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Responsible
                  Party

              
	
                10-D

              	
                Must
                  be filed within 15 days of the Distribution Date.

              
	
                1

              	
                Distribution
                  and Pool Performance Information

              	 
	
                Item
                  1121(a) – Distribution and Pool Performance
                  Information

              	
                 

              
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	
                    4.02
                  statement

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

              	
                    4.02
                  statement

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

              	
                    4.02
                  statement

              
	
                (i)
                  Fees or expenses accrued and
                  paid, with an identification of the general purpose of such fees
                  and the
                  party receiving such fees or expenses.

              	
                    4.02
                  statement

              
	
                (ii)
                  Payments accrued or paid
                  with respect to enhancement or other support identified in Item
                  1114 of
                  Regulation AB (such as insurance premiums or other enhancement
                  maintenance
                  fees), with an identification of the general purpose of such payments
                  and
                  the party receiving such payments.

              	
                    4.02
                  statement

              
	
                (iii)
                  Principal, interest and
                  other distributions accrued and paid on the asset-backed securities
                  by
                  type and by class or series and any principal or interest shortfalls
                  or
                  carryovers.

              	
                    4.02
                  statement

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

              	
                    4.02
                  statement

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

              	
                    4.02
                  statement

              
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	
                    4.02
                  statement

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

              	
                    4.02
                  statement

              
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	
                    4.02
                  statement

              
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average life, weighted average remaining term,
                  pool
                  factors and prepayment amounts.

              	
                    4.02
                  statement

                 

                    Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              
	
                (9)
                  Delinquency and loss information for the period.

                 

                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool
                  assets.

              	
                    4.02
                  statement.

                 

                    Form
                  10-D report: Depositor

              
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                    4.02
                  statement

              
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                    Form
                  10-D report: Trust Administrator (to the extent of the Trust
                  Administrator’s actual knowledge)

              
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                    Form
                  10-D report

              
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	
                    4.02
                  statement

              
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool,

                 

                [information
                  regarding] any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

                 

                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	
                    Form
                  10-D report: Depositor

                 

                 

                 

                 

                    Form
                  10-D
                  report: Depositor

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                    Form
                  10-D report: Depositor

              
	
                Item
                  1121(b) – Pre-Funding or Revolving Period Information

                Updated
                  pool information as required under Item 1121(b).

              	
                    Depositor

              
	
                2

              	
                Legal
                  Proceedings

              	 
	
                Item
                  1117 – Legal proceedings pending against the following entities, or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator

                Custodian

              	
                 

                 

                 

                 

                 

                 

                 

                    Seller

                    Depositor

                    Trustee

                    Trust
                  Administrator

                    Depositor

                    Servicer

                    Originator

                    Custodian

              
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K.  Pricing
                  information can be omitted if securities were not
                  registered.

              	
                 

                 

                 

                    Depositor

              
	
                4

              	
                Defaults
                  Upon Senior Securities

              	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                 

                 

                    N/A

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                    Depositor
                  or
                  Trust Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 
	
                Item
                  1112(b) –Significant Obligor Financial
                  Information*

              	
                    Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                7

              	
                Significant
                  Enhancement Provider Information

              	 
	
                Item
                  1114(b)(2) – Credit Enhancement Provider Financial
                  Information*

                Determining
                  applicable disclosure threshold

                 

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                 

                 

                    Depositor

                 

                 

                    Depositor

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information*

                 

                Determining
                  current maximum probable exposure

                 

                Determining
                  current significance percentage

                 

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                 

                 

                 

                 

                    Depositor

                 

                 

                    Trust
                  Administrator

                 

                 

                    Depositor

                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                8

              	
                Other
                  Information

              	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                    The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below

              
	
                9

              	
                Exhibits

              	 
	
                Distribution
                  report

              	
                    Trust
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a
                  party.

                Examples:
                  servicing agreement, custodial agreement.

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                    Depositor

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding termination of  any definitive agreement
                  that is material to the securitization (other than expiration in
                  accordance with its terms), even if depositor is not a party.

                Examples:
                  servicing agreement, custodial agreement.

                 

              	
                    Depositor

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership with respect
                  to any
                  of the following:

                Sponsor
                  (Seller), Depositor, Servicer, Trust Administrator, Interest Rate
                  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 (“Assignment Agreement”)
          made as of June 25, 2007, 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 2007-WFHE3, Asset-Backed Pass-Through Certificates,
          Series
          2007-WFHE3.

         

        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 (WFHM 2007-M05) (the “Assignment and Conveyance
          Agreement”), dated as of May 31, 2007, between the Company and the Assignor 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;

         

        (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); and

         

        (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 June 1, 2007 (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 April 20, 2007, 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.

        


        
          	
                   

                	
                  Except
                    as permitted by the Underwriting Guidelines, 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

        


        AVAILABLE
          UPON REQUEST



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        E

       

      REQUEST
        FOR RELEASE

       

      
        	 	
                TO:

              	
                Citibank
                  West

                5280
                  Corporate Drive

                MS
                  0052

                Frederick,
                  MD 21703

              


      

      


      


      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of June 1, 2007, among Citigroup
                  Mortgage
                  Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A. as Servicer,
                  Citibank, N.A. as Trust Administrator and U.S. Bank National Association
                  as Trustee

              


      

      


      In
        connection with the administration of the Mortgage Loans held by you as Trustee
        for the Owner pursuant to the above-captioned Agreement, we request the release,
        and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
        Loan described below, for the reason indicated.

       

      Mortgage
        Loan Number:

      Mortgagor
        Name, Address & Zip Code:

       

      Reason
        for Requesting Documents (check one):

       

      
        	
                ______________

              	
                1.

              	
                Mortgage
                  Paid in Full

              
	
                ______________

              	
                2.

              	
                Foreclosure

              
	
                ______________

              	
                3.

              	
                Substitution

              
	
                ______________

              	
                4.

              	
                Other
                  Liquidation (Repurchases, etc.)

              
	
                ______________

              	
                5.

              	
                Nonliquidation

              


      

      


       

      Reason:______________________________________________

       

      Address
        to which Trustee should

      Deliver
        the Custodian's Mortgage File:

       

      [____________]

      [____________]

       

      


      
        	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      


      
        	
                Issuer:

              	 	 	 
	 	 	
                Address:

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                Date:

              	 	 	 


      

      


       

      Trustee

       

       

      U.S.
        BANK
        NATIONAL ASSOCIATION

       

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

       

      
        	
                _____________________________________

              	 	 
	
                Signature

              	 	
                Date

              
	 	 	 
	
                Documents
                  returned to Trustee:

              	 	 
	 	 	 
	
                ____________________________________

              	 	 
	
                Trustee

              	 	
                Date

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        F-1

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      [Date]

      


      Citibank,
        N.A.

      388
        Greenwich Street, 14th Floor

      New
        York,
        NY 10013

      


      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
                  Series
                  2007-WFHE3,  Class , representing a % Class Percentage
                  Interest

              


      

      


      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ________________ (the “Transferor”) to
        ________________ (the “Transferee”) of the captioned mortgage pass-through
        certificates (the “Certificates”), the Transferor hereby certifies as
        follows:

       

      Neither
        the Transferor nor anyone acting on its behalf has (a) offered, pledged,
        sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        (e)
        has taken any other action, that (in the case of each of subclauses (a) through
        (e) above) would constitute a distribution of the Certificates under the
        Securities Act of 1933, as amended (the “1933 Act”), or would render the
        disposition of any Certificate a violation of Section 5 of the 1933 Act or
        any
        state securities law or would require registration or qualification pursuant
        thereto. The Transferor will not act, nor has it authorized or will it authorize
        any person to act, in any manner set forth in the foregoing sentence with
        respect to any Certificate. The Transferor will not sell or otherwise transfer
        any of the Certificates, except in compliance with the provisions of that
        certain Pooling and Servicing Agreement dated as of June 1, 2007, among
        Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Bank, N.A.
        as
        Servicer, Citibank, N.A. as trust administrator and U.S. Bank National
        Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to
        which Pooling and Servicing Agreement the Certificates were issued.

       

      Capitalized
        terms used but not defined herein shall have the meanings assigned thereto
        in
        the Pooling and Servicing Agreement.

       

      
        	
                Very
                  truly yours,

              
	 
	
                [Transferor]

              
	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      [Date]

      Citibank,
        N.A.

      388
        Greenwich Street, 14th Floor

      New
        York,
        NY 10013

      


      
        	 	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc.,  Asset-Backed Pass-Through
                  Certificates, Class, Series 2007-WFHE3, representing a % Percentage
                  Interest  

              


      

      


      Ladies
        and Gentlemen:

       

      In
        connection with the purchase from ______________________ (the “Transferor”) on
        the date hereof of the captioned trust certificates (the “Certificates”),
        _______________ (the “Transferee”) hereby certifies as follows:

       

      1.           The
        Transferee is a “qualified institutional buyer” as that term is defined in Rule
        144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
        completed either of the forms of certification to that effect attached hereto
        as
        Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
        made in
        reliance on Rule 144A. The Transferee is acquiring the Certificates for its
        own
        account or for the account of a qualified institutional buyer, and understands
        that such Certificate may be resold, pledged or transferred only (i) to a
        person
        reasonably believed to be a qualified institutional buyer that purchases
        for its
        own account or for the account of a qualified institutional buyer to whom
        notice
        is given that the resale, pledge or transfer is being made in reliance on
        Rule
        144A, or (ii) pursuant to another exemption from registration under the 1933
        Act.

       

      2.           The
        Transferee has been furnished with all information regarding (a) the
        Certificates and distributions thereon, (b) the nature, performance and
        servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
        referred to below, and (d) any credit enhancement mechanism associated with
        the
        Certificates, that it has requested.

       

      All
        capitalized terms used but not otherwise defined herein have the respective
        meanings assigned thereto in the Pooling and Servicing Agreement dated as
        of
        June 1, 2007, among Citigroup Mortgage Loan Trust Inc., as depositor, Wells
        Fargo Bank, N.A. as servicer, Citibank, N.A. as trust administrator and U.S.
        Bank National Association as Trustee, pursuant to which the Certificates
        were
        issued.

       

      
        	
                [Transferee]

              
	 
	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
        1 TO EXHIBIT F

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
        the mortgage pass-through certificates (the “Certificates”) described in the
        Transferee Certificate to which this certification relates and to which this
        certification is an Annex:

       

      
        	 	
                1.

              	
                As
                  indicated below, the undersigned is the President, Chief Financial
                  Officer, Senior Vice President or other executive officer of the
                  entity
                  purchasing the Certificates (the “Transferee”).

              
	 	
                2.

              	
                In
                  connection with purchases by the Transferee, the Transferee is
                  a
                  “qualified institutional buyer” as that term is defined in Rule 144A under
                  the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
                  and/or invested on a discretionary basis $______________________1 in securities (except
                  for the excluded
                  securities referred to below) as of the end of the Transferee's
                  most
                  recent fiscal year (such amount being calculated in accordance
                  with Rule
                  144A) and (ii) the Transferee satisfies the criteria in the category
                  marked below.

              
	 	
                ___

              	
                CORPORATION,
                  ETC. The Transferee is a corporation (other than a bank, savings
                  and loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or any organization described in Section 501(c)(3)
                  of
                  the Internal Revenue Code of 1986.

              
	 	
                ___

              	
                BANK.
                  The Transferee (a) is a national bank or banking institution organized
                  under the laws of any State, territory or the District of Columbia,
                  the
                  business of which is substantially confined to banking and is supervised
                  by the State or territorial banking commission or similar official
                  or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth
                  of at least $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached hereto.

              
	 	
                ___

              	
                SAVINGS
                  AND LOAN. The Transferee (a) is a savings and loan association,
                  building
                  and loan association, cooperative bank, homestead association or
                  similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least

              
	 	
                ___

              	
                BROKER-DEALER.
                  The Transferee is a dealer registered pursuant to Section 15 of
                  the
                  Securities Exchange Act of 1934.

              
	 	
                ___

              	
                INSURANCE
                  COMPANY. The Transferee is an insurance company whose primary and
                  predominant business activity is the writing of insurance or the
                  reinsuring of risks underwritten by insurance companies and which
                  is
                  subject to supervision by the insurance commissioner or a similar
                  official
                  or agency of a State, territory or the District of
                  Columbia.

              
	 	
                ___

              	
                STATE
                  OR LOCAL PLAN. The Transferee is a plan established and maintained
                  by a
                  State, its political subdivisions, or any agency or instrumentality
                  of the
                  State or its political subdivisions, for the benefit of its
                  employees.

              
	 	
                ___

              	
                ERISA
                  PLAN. The Transferee is an employee benefit plan within the meaning
                  of
                  Title I of the Employee Retirement Income Security Act of
                  1974.

              
	 	
                ___

              	
                INVESTMENT
                  ADVISOR. The Transferee is an investment advisor registered under
                  the
                  Investment Advisers Act of 1940.

              
	 	
                3.

              	
                The
                  term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
                  issuers that are affiliated with the Transferee, (ii) securities
                  that are
                  part of an unsold allotment to or subscription by the Transferee,
                  if the
                  Transferee is a dealer, (iii) securities issued or guaranteed by
                  the U.S.
                  or any instrumentality thereof, (iv) bank deposit notes and certificates
                  of deposit, (v) loan participations, (vi) repurchase agreements,
                  (vii)
                  securities owned but subject to a repurchase agreement and (viii)
                  currency, interest rate and commodity swaps.

              
	 	
                4.

              	
                For
                  purposes of determining the aggregate amount of securities owned
                  and/or
                  invested on a discretionary basis by the Transferee, the Transferee
                  used
                  the cost of such securities to the Transferee and did not include
                  any of
                  the securities referred to in the preceding paragraph. Further,
                  in
                  determining such aggregate amount, the Transferee may have included
                  securities owned by subsidiaries of the Transferee, but only if
                  such
                  subsidiaries are consolidated with the Transferee in its financial
                  statements prepared in accordance with generally accepted accounting
                  principles and if the investments of such subsidiaries are managed
                  under
                  the Transferee's direction. However, such securities were not included
                  if
                  the Transferee is a majority-owned, consolidated subsidiary of
                  another
                  enterprise and the Transferee is not itself a reporting company
                  under the
                  Securities Exchange Act of 1934.

              
	 	
                5.

              	
                The
                  Transferee acknowledges that it is familiar with Rule 144A and
                  understands
                  that the Transferor and other parties related to the Certificates
                  are
                  relying and will continue to rely on the statements made herein
                  because
                  one or more sales to the Transferee may be in reliance on Rule
                  144A.

              
	
                _____

                Yes

              	
                _____

                No

              	
                Will
                  the Transferee be purchasing the Certificates only for the Transferee's
                  own account?

              
	 	
                6.

              	
                If
                  the answer to the foregoing question is “no”, the Transferee agrees that,
                  in connection with any purchase of securities sold to the Transferee
                  for
                  the account of a third party (including any separate account) in
                  reliance
                  on Rule 144A, the Transferee will only purchase for the account
                  of a third
                  party that at the time is a “qualified institutional buyer” within the
                  meaning of Rule 144A. In addition, the Transferee agrees that the
                  Transferee will not purchase securities for a third party unless
                  the
                  Transferee has obtained a current representation letter from such
                  third
                  party or taken other appropriate steps contemplated by Rule 144A
                  to
                  conclude that such third party independently meets the definition
                  of
                  “qualified institutional buyer” set forth in Rule 144A.

              
	 	
                7.

              	
                The
                  Transferee will notify each of the parties to which this certification
                  is
                  made of any changes in the information and conclusions herein.
                  Until such
                  notice is given, the Transferee's purchase of the Certificates
                  will
                  constitute a reaffirmation of this certification as of the date
                  of such
                  purchase. In addition, if the Transferee is a bank or savings and
                  loan as
                  provided above, the Transferee agrees that it will furnish to such
                  parties
                  updated annual financial statements promptly after they become
                  available.

              


      

      


      Dated:

      
        	 
	
                Print
                  Name of Transferee

              
	 
	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      


      

        

      

        
        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.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      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 June 1, 2007 (the
“Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the
“Depositor”), Wells Fargo Bank, N.A. as servicer, (the “Servicer”),
        Citibank, N.A. as trust administrator and U.S. Bank National Association,
        as
        trustee (the “Trustee”).  Capitalized terms used, but not
        defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to
        such terms in the Agreement.  The Transferee has authorized the
        undersigned to make this affidavit on behalf of the Transferee for the benefit
        of the Depositor and the Trustee.

       

      2.  The
        Transferee is, as of the date hereof, and will be, as of the date of the
        Transfer, a Permitted Transferee.  The Transferee is acquiring its
        Ownership Interest in the Certificate for its own account.  The
        Transferee has no knowledge that any such affidavit is false.

       

      3.  The
        Transferee has been advised of, and understands that (i) a tax will be
        imposed on Transfers of the Certificate to Persons that are not Permitted
        Transferees; (ii) such tax will be imposed on the transferor, or, if such
        Transfer is through an agent (which includes a broker, nominee or middleman)
        for
        a Person that is not a Permitted Transferee, on the agent; and (iii) the
        Person otherwise liable for the tax shall be relieved of liability for the
        tax
        if the subsequent Transferee furnished to such Person an affidavit that such
        subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
        such Person does not have actual knowledge that the affidavit is
        false.

       

      4.  The
        Transferee has been advised of, and understands that a tax will be imposed
        on a
“pass-through entity” holding the Certificate if at any time during the taxable
        year of the pass-through entity a Person that is not a Permitted Transferee
        is
        the record holder of an interest in such entity.  The Transferee
        understands that such tax will not be imposed for any period with respect
        to
        which the record holder furnishes to the pass-through entity an affidavit
        that
        such record holder is a Permitted Transferee and the pass-through entity
        does
        not have actual knowledge that such affidavit is false.  (For this
        purpose, a “pass-through entity” includes a regulated investment company, a real
        estate investment trust or common trust fund, a partnership, trust or estate,
        and certain cooperatives and, except as may be provided in Treasury Regulations,
        persons holding interests in pass-through entities as a nominee for another
        Person.)

       

      5.  The
        Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
        and understands the legal consequences of the acquisition of an Ownership
        Interest in the Certificate including, without limitation, the restrictions
        on
        subsequent Transfers and the provisions regarding voiding the Transfer and
        mandatory sales.  The Transferee expressly agrees to be bound by and
        to abide by the provisions of Section 5.02(d) of the Agreement and the
        restrictions noted on the face of the Certificate.  The Transferee
        understands and agrees that any breach of any of the representations included
        herein shall render the Transfer to the Transferee contemplated hereby null
        and
        void.

       

      6.  The
        Transferee agrees to require a Transfer Affidavit from any Person to whom
        the
        Transferee attempts to Transfer its Ownership Interest in the Certificate,
        and
        in connection with any Transfer by a Person for whom the Transferee is acting
        as
        nominee, trustee or agent, and the Transferee will not Transfer its Ownership
        Interest or cause any Ownership Interest to be Transferred to any Person
        that
        the Transferee knows is not a Permitted Transferee.  In connection
        with any such Transfer by the Transferee, the Transferee agrees to deliver
        to
        the Trustee a certificate substantially in the form set forth as Exhibit L
        to the Agreement (a “Transferor Certificate”) to the effect that such
        Transferee has no actual knowledge that the Person to which the Transfer
        is to
        be made is not a Permitted Transferee.

       

      7.  The
        Transferee has historically paid its debts as they have come due, intends
        to pay
        its debts as they come due in the future, and understands that the taxes
        payable
        with respect to the Certificate may exceed the cash flow with respect thereto
        in
        some or all periods and intends to pay such taxes as they become
        due.  The Transferee does not have the intention to impede the
        assessment or collection of any tax legally required to be paid with respect
        to
        the Certificate.

       

      8.  The
        Transferee’s taxpayer identification number is ___________.

       

      9.  The
        Transferee is a U.S. Person as defined in Code
        Section 7701(a)(30).

       

      10.  The
        Transferee is aware that the Certificate may be a “noneconomic residual
        interest” within the meaning of proposed Treasury regulations promulgated
        pursuant to the Code and that the transferor of a noneconomic residual interest
        will remain liable for any taxes due with respect to the income on such residual
        interest, unless no significant purpose of the transfer was to impede the
        assessment or collection of tax.

       

      11.  The
        Transferee will not cause income from the Certificate to be attributable
        to a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of the Transferee or any other U.S.
        person.

       

      12.  Check
        one
        of the following:

       

        The
        present value of the anticipated tax liabilities associated with holding
        the
        Certificate, as applicable, does not exceed the sum of:

       

      
        	
                 

              	
                (i)

              	
                the
                  present value of any consideration given to the Transferee to acquire
                  such
                  Certificate;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  present value of the expected future distributions on such Certificate;
                  and

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  present value of the anticipated tax savings associated with holding
                  such
                  Certificate as the related REMIC generates
                  losses.

              


      

       

      For
        purposes of this calculation, (i) the Transferee is assumed to pay tax at
        the
        highest rate currently specified in Section 11(b) of the Code (but the tax
        rate
        in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
        specified in Section 11(b) of the Code if the Transferee has been subject
        to the
        alternative minimum tax under Section 55 of the Code in the preceding two
        years
        and will compute its taxable income in the current taxable year using the
        alternative minimum tax rate) and (ii) present values are computed using
        a
        discount rate equal to the short-term Federal rate prescribed by Section
        1274(d)
        of the Code for the month of the transfer and the compounding period used
        by the
        Transferee.

       

        The
        transfer of the Certificate complies with U.S. Treasury Regulations Sections
        1.860E-1(c)(5) and (6) and, accordingly,

       

      
        	
                 

              	
                (i)

              	
                the
                  Transferee is an “eligible corporation,” as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), as to which income from
                  the
                  Certificate will only be taxed in the United
                  States;

              


      

       

      
        	
                 

              	
                (ii)

              	
                at
                  the time of the transfer, and at the close of the Transferee’s two fiscal
                  years preceding the year of the transfer, the Transferee had gross
                  assets
                  for financial reporting purposes (excluding any obligation of a
                  person
                  related to the Transferee within the meaning of U.S. Treasury Regulations
                  Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                  in
                  excess of $10 million;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Transferee will transfer the Certificate only to another “eligible
                  corporation,” as defined in U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                  of
                  Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                  of
                  the U.S. Treasury Regulations;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  Transferee determined the consideration paid to it to acquire the
                  Certificate based on reasonable market assumptions (including,
                  but not
                  limited to, borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates and
                  other
                  factors specific to the Transferee) that it has determined in good
                  faith.

              


      

       

        None
        of the above.

       

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

       

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

       

      


      
        	
                [NAME
                  OF TRANSFEREE]

              
	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

       

      


       

       [Corporate
        Seal]

       

      ATTEST:

      
        	 


      

       [Assistant]
        Secretary

       

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

       

      Subscribed
        and sworn before me this      day of
         ,
        20  .

       

      


      
        	 	 
	 	
                NOTARY
                  PUBLIC

              
	 	 
	 	
                My
                  Commission expires the __ day

                of
                  _________, 20__

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	 
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


       

      __________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1.  I
        am a
        ____________________ of ____________________________ (the “Owner”), a
        corporation duly organized and existing under the laws of ______________,
        on
        behalf of whom I make this affidavit.

       

      2.  The
        Owner
        is not transferring the Class R Certificates or Class R-X Certificates (the
        “Residual Certificates”) to impede the assessment or collection of any
        tax.

       

      3.  The
        Owner
        has no actual knowledge that the Person that is the proposed transferee (the
        “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
        any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4.  The
        Owner
        understands that the Purchaser has delivered to the Trustee a transfer affidavit
        and agreement in the form attached to the Pooling and Servicing Agreement
        as
        Exhibit F-2.  The Owner does not know or believe that any
        representation contained therein is false.

       

      5.  At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
        has
        determined that the Purchaser has historically paid its debts as they became
        due
        and has found no significant evidence to indicate that the Purchaser will
        not
        continue to pay its debts as they become due in the future. The Owner
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Owner may continue to be liable
        for
        United States income taxes associated therewith) unless the Owner has conducted
        such an investigation.

       

      6.  Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement.

       

      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of ___________,
        20__.

       

      
        	
                [OWNER]

              
	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:  [Vice]
                  President

              


      

      


      
        	
                ATTEST

              
	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:  [Assistant]
                  Secretary

              


      

      


       

      Personally
        appeared before me the above-named , known or proved to me to be the same
        person
        who executed the foregoing instrument and to be a [Vice] President of the
        Owner,
        and acknowledged to me that [he/she] executed the same as [his/her] free
        act and
        deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ____ day of __________, 20___.

       

      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	 
	 	
                County
                  of _________________________

              
	 	
                State
                  of ___________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        G

       

      FORM
        OF
        CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

       

      [Date]

       

      Citibank,
        N.A.

      388
        Greenwich Street, 14th Floor

      New
        York,
        NY 10013

       

      Re:           Citigroup
        Mortgage Loan Trust Inc.

      Asset-Backed
        Pass-Through
        Certificates, Series 2007-WFHE3, Mortgage Class

       

      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
        Mortgage Loan Trust, Series 2007-WFHE3, Mortgage Pass-Through Certificates,
        Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and
        Servicing Agreement dated as of June 1, 2007 (the “Agreement”), among
        Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”), Wells
        Fargo Bank, N.A. as servicer, (the “Servicer”), Citibank, N.A. as trust
        administrator and U.S. Bank National Association, as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall
        have the meanings assigned thereto in the Pooling and Servicing Agreement.
        The
        Transferee hereby certifies, represents and warrants to, and covenants with
        the
        Depositor, the Trustee and the Servicer that:

       

      The
        Certificates (i) are not being acquired by, and will not be transferred to,
        any
        employee benefit plan within the meaning of section 3(3) of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”), or other
        retirement arrangement, including individual retirement accounts and annuities,
        Keogh plans and bank collective investment funds and insurance company general
        or separate accounts in which such plans, accounts or arrangements are invested,
        that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
        Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
        acquired with “plan assets” of a Plan within the meaning of the Department of
        Labor (“DOL”) regulation, 29 C.F.R.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 2007-WFHE3

                Asset
                  Backed Pass-Through Certificates, Series
                  2007-WFHE3

              


      

      


       

      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 2007-WFHE3, Asset-Backed Pass-Through
        Certificates, Series 2007-WFHE3 (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.

       

       

      
        	 Date:
                [__], 2007
	 
	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC.

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	
                Date:

              	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H-2

       

      FORM
        CERTIFICATION TO BE

       

      PROVIDED
        TO DEPOSITOR BY THE TRUST ADMINISTRATOR

       

      
        	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust, Series 2007-WFHE3

                Asset
                  Backed Pass-Through Certificates, Series
                  2007-WFHE3

              


      

      


      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 June 1, 2007 (the “Pooling and Servicing
        Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A. as
        srvicer, Citibank, N.A. as trust administrator and U.S. Bank National
        Association as trustee.

       

      
        	
                CITIBANK,
                  N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	
                Date:

              	 


      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H-3

      FORM
        CERTIFICATION TO BE

      PROVIDED
        TO DEPOSITOR BY THE SERVICER

       

      


       

      
        	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust, Series 2007-WFHE3

                Asset
                  Backed Pass-Through Certificates, Series
                  2007-WFHE3

              


      

      


       

      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 June 1, 2007 (the “Pooling and Servicing
        Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A. as
        servicer, Citibank, N.A. as trust administrator and U.S. Bank National
        Association as trustee.

       

      
        	
                WELLS
                  FARGO BANK, N.A.

              
	 
	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	
                Date:

              	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I

      


      FORM
        OF
        INTEREST RATE CAP AGREEMENT

       

      
 

         

        
           

          DATE:                                              
            June
            25,
            2007
  
          TO:                                                    Citibank,
            N.A., not individually, but solely as Cap Trustee on behalf of the Cap
            Trust
            with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
            Pass-Through Certificates, Series 2007-WFHE3

          c/o
            Citibank, N.A.

          Valerie
            Delgado

          388
            Greenwich St., 14th
            Floor

          New
            York,
            NY  10013

          Phone:
            (949)
            250-6464

          Fax:
            (949)
            250-6450
  
          FROM:                                              Swiss
            Re
            Financial Products Corporation
  
          SUBJECT:                                      
            Fixed
            Income Derivatives Confirmation
  
          REFERENCE
            NUMBER:               
SRFP
            Ref:
            1558985

           

          The
            purpose of this long-form confirmation (“Long-form
            Confirmation”) is to confirm the terms and conditions
            of the current Transaction entered into on the Trade Date specified below
            (the
“Transaction”) between Swiss Re Financial Products Corporation
            (“Party A”) and Citibank, N.A., not
            individually, but solely as cap trustee (the “Cap Trustee”) on behalf of the cap
            trust with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
            Pass-Through Certificates, Series 2007-WFHE3 (the “Cap Trust”) (“Party
            B”) created under the Pooling and Servicing Agreement, dated as
            of June
            1, 2007, among Citigroup Mortgage Loan Trust Inc. (the “Depositor”), Wells Fargo
            Bank, N.A. (the “Servicer”), Citibank, N.A. (the “Trust Administrator”), and
            U.S. Bank National Association (the “Trustee”) (the
“Pooling and Servicing Agreement”).  This Long-form
            Confirmation evidences a complete and binding agreement between you and
            us to
            enter into the Transaction on the terms set forth below and replaces
            any
            previous agreement between us with respect to the subject matter
            hereof.  Item 2 of this Long-form Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement
            (defined below); Item 3 of this Long-form Confirmation constitutes a
            “Schedule” as referred to in the ISDA Master Agreement; and
            Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to
            the
            Schedule.

          


          
            	
                    Item
                      1.

                  	
                    The
                      Confirmation set forth at Item 2 hereof shall supplement, form
                      a part of,
                      and be subject to an agreement in the form of the ISDA Master
                      Agreement
                      (Multicurrency - Cross Border) as published and copyrighted
                      in 1992 by the
                      International Swaps and Derivatives Association, Inc. (the
“ISDA
                      Master Agreement”), as if Party A and Party B had executed an
                      agreement in such form on the date hereof, with a Schedule
                      as set forth in
                      Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                      Annex
                      (Bilateral Form - ISDA Agreements Subject to New York Law Only
                      version) as
                      published and copyrighted in 1994 by the International Swaps
                      and
                      Derivatives Association, Inc., with Paragraph 13 thereof as
                      set forth in
                      Annex A hereto (the “Credit Support
                      Annex”).  For the avoidance of doubt, the Transaction
                      described herein shall be the sole Transaction governed by
                      such ISDA
                      Master Agreement.

                  


          

          


          
            	
                    Item
                      2.

                  	
                    The
                      terms of the particular Transaction to which this Confirmation
                      relates are
                      as follows:

                  


          

          


          
            	
                    Type
                      of Transaction:

                  	
                    Interest
                      Rate Cap

                  
	 	 
	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period, the amount set forth for
                      such
                      Calculation Period on Schedule I attached hereto.

                  
	 	 
	
                    Trade
                      Date:

                  	
                    June
                      13, 2007

                  
	 	 
	
                    Effective
                      Date:

                  	
                    June
                      25, 2007

                  
	 	 
	
                    Termination
                      Date:

                  	
                    June
                      25, 2008, subject to adjustment in accordance with the Business
                      Day
                      Convention; provided, however, that for the purpose of determining
                      the
                      final Fixed Rate Payer Period End Date, Termination Date shall
                      be subject
                      to No Adjustment.

                  
	 	 
	
                    Fixed
                      Amounts:

                  	 
	 	 
	
                    Fixed
                      Rate Payer:

                  	
                    Party
                      B

                  
	 	 
	
                    Fixed
                      Rate Payer

                  	 
	
                    Payment
                      Date:

                  	
                    June
                      25, 2007

                  
	 	 
	
                    Fixed
                      Amount:

                  	
                    $327,000

                  
	 	 
	
                    Floating
                      Amounts:

                  	 
	 	 
	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	 	 
	
                    Floating
                      Rate Payer

                  	 
	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      July 25, 2007, and ending on the Termination Date, subject
                      to adjustment
                      in accordance with the Business Day Convention.

                  
	 	 
	
                    Floating
                      Rate Payer

                  	 
	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable.  The Floating Rate Payer Payment
                      Date shall be two (2) Business Day preceding each Floating
                      Rate Payer
                      Period End Date.

                  
	 	 
	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	 
	
                    Cap
                      Rate:

                  	
                    5.50%

                  
	 	 
	
                    Floating
                      Amount:

                  	
                    To
                      be determined in accordance with the following formula:

                  
	 	 
	 	
                    The
                      greater of (i) Scale Factor*(Floating Rate Option – Cap Rate)*Notional
                      Amount*Floating Rate Day Count Fraction, and (ii) zero.

                  
	 	 
	
                    Designated
                      Maturity:

                  	
                    One
                      month

                  
	 	 
	
                    Floating
                      Rate Day

                  	 
	
                    Count
                      Fraction:

                  	
                    Actual/360

                  
	 	 
	
                    Scale
                      Factor

                  	
                    250

                  
	 	 
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period.

                  
	 	 
	
                    Compounding:

                  	
                    Inapplicable

                  
	 	 
	
                    Business
                      Days:

                  	
                    New
                      York

                  
	 	 
	
                    Business
                      Day Convention:

                  	
                    Following

                  


          

           

          Item
            3.                      Provisions
            Deemed Incorporated in a Schedule to the ISDA Master Agreement:

          


          Part
            1.Termination
            Provisions.

          


          
            	
                     

                  	
                    For
                      the purposes of this Agreement:-

                  


          

          


          (a)           “Specified
            Entity” will not apply to Party A or Party B for any
            purpose.

          


          
            	
                    (b)

                  	
                    “Specified
                      Transaction” will have the meaning specified in Section
                      14.

                  


          

          


          
            	
                    (c)

                  	
                    Events
                      of Default.

                  


          

          


          The
            statement below that an Event of Default will apply to a specific party
            means
            that upon the occurrence of such an Event of Default with respect to
            such party,
            the other party shall have the rights of a Non-defaulting Party under
            Section 6
            of this Agreement; conversely, the statement below that such event will
            not
            apply to a specific party means that the other party shall not have such
            rights.

          


          
            	
                    (i)  

                  	
                    The
                      “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                      will apply to Party A and will apply to Party B; provided,
                      however,
                      that  Section 5(a)(i) is hereby amended by replacing the word
                      “third” with the word “first”; provided, further, that notwithstanding
                      anything to the contrary in Section 5(a)(i), any failure by
                      Party A to
                      comply with or perform any obligation to be complied with or
                      performed by
                      Party A under the Credit Support Annex shall not constitute
                      an Event of
                      Default under Section 5(a)(i) unless a Moody’s Second Trigger Downgrade
                      Event has occurred and is continuing and at least 30 Local
                      Business Days
                      have elapsed since such Moody’s Second Trigger Downgrade Event first
                      occurred.

                  


          

          


          
            	
                    (ii)  

                  	
                    The
                      “Breach of Agreement” provisions of Section 5(a)(ii) will
                      apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (iii)  

                  	
                    The
                      “Credit Support Default” provisions of Section 5(a)(iii)
                      will apply to Party A and will not apply to Party B except
                      that Section
                      5(a)(iii)(1) will apply to Party B solely in respect of Party
                      B’s
                      obligations under Paragraph 3(b); provided, however, that notwithstanding
                      anything to the contrary in Section 5(a)(iii)(1), any failure
                      by Party A
                      to comply with or perform any obligation to be complied with
                      or performed
                      by Party A under the Credit Support Annex shall not constitute
                      an Event of
                      Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                      Event has occurred and is continuing and at least 30 Local
                      Business Days
                      have elapsed since such Moody’s Second Trigger Downgrade Event first
                      occurred.

                  


          

          


          
            	
                    (iv)  

                  	
                    The
                      “Misrepresentation” provisions of Section 5(a)(iv) will
                      apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (v)  

                  	
                    The
                      “Default under Specified Transaction” provisions of
                      Section 5(a)(v) will apply to Party A and will not apply to
                      Party
                      B.

                  


          

          


          
            	
                    (vi)  

                  	
                    The
                      “Cross Default” provisions of Section 5(a)(vi) will apply
                      to Party A and will not apply to Party B.  For purposes of
                      Section 5(a)(vi), solely with respect to Party
                      A:

                  


          

          


          “Specified
            Indebtedness” will have the meaning specified in Section 14, except that such
            term shall not include insurance contracts entered into in the ordinary
            course
            of Party A’s Credit Support Provider’s insurance business.

          


          “Threshold
            Amount” means with respect to Party A an amount equal to three percent (3%) of
            the shareholders’ equity of Party A or, if applicable, a guarantor under an
            Eligible Guarantee with credit ratings at least equal to the S&P Required
            Ratings Threshold and the Moody’s Second Trigger Threshold, (as shown in the
            most recent annual audited financial statements of such entity determined
            in
            accordance with generally accepted accounting
            principles).

          


          
            	
                    (vii)  

                  	
                    The
                      “Bankruptcy” provisions of Section 5(a)(vii) will apply
                      to Party A and will apply to Party B; provided, however, that,
                      for
                      purposes of applying Section 5(a)(vii) to Party B: (A) Section
                      5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
                      not apply to
                      any assignment, arrangement or composition that is effected
                      by or pursuant
                      to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                      shall not
                      apply to a proceeding instituted, or a petition presented,
                      by Party A or
                      any of its Affiliates (for purposes of Section 5(a)(vii)(4),
                      Affiliate
                      shall have the meaning set forth in Section 14, notwithstanding
                      anything
                      to the contrary in this Agreement), (D) Section 5(a)(vii)(6)
                      shall not
                      apply to any appointment that is effected by or pursuant to
                      the Pooling
                      and Servicing Agreement, or any appointment to which Party
                      B has not yet
                      become subject; (E) Section 5(a)(vii) (7) shall not apply;
                      (F) Section
                      5(a)(vii)(8) shall apply only to the extent of any event which
                      has an
                      effect analogous to any of the events specified in clauses
                      (1), (3), (4),
                      (5) or (6) of Section 5(a)(vii), in each case as modified in
                      this Part
                      1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                      apply.

                  


          

          


          
            	
                    (viii)  

                  	
                    The
                      “Merger Without Assumption” provisions of Section
                      5(a)(viii) will apply to Party A and will  not apply to Party
                      B.

                  


          

          


          (d)           Termination
            Events.

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided, however, with respect to “Illegality” the statement that
            such event will apply to a specific party means that upon the occurrence
            of such
            a Termination Event with respect to such party, either party shall have
            the
            right to designate an Early Termination Date in accordance with Section
            6 of
            this Agreement.

          


          (i)           The
            “Illegality” provisions of Section 5(b)(i) will apply to Party
            A and will apply to Party B.

          


          
            	
                     

                  	
                    (ii)

                  	
                    The
                      “Tax Event” provisions of Section 5(b)(ii) will apply
                      to
                      Party A except that, for purposes of the application of Section
                      5(b)(ii)
                      to Party A, Section 5(b)(ii) is hereby amended by deleting
                      the words “(x)
                      any action taken by a taxing authority, or brought in a court
                      of competent
                      jurisdiction, on or after the date on which a Transaction is
                      entered into
                      (regardless of whether such action is taken or brought with
                      respect to a
                      party to this Agreement) or (y)”, and the “Tax Event”
                      provisions of Section 5(b)(ii) will apply to Party
                      B.

                  


          

          


          
            	
                     

                  	
                    (iii)

                  	
                    The
                      “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                      will apply to Party A and will apply to Party B, provided that
                      Party A
                      shall not be entitled to designate an Early Termination Date
                      by reason of
                      a Tax Event upon Merger in respect of which it is the Affected
                      Party.

                  


          

          


          
            	
                     

                  	
                    (iv)

                  	
                    The
                      “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                      will not apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (e)

                  	
                    The
                      “Automatic Early Termination” provision of Section 6(a)
                      will not apply to Party A and will not apply to Party
                      B.

                  


          

          


          (f)           Payments
            on Early Termination.  For the purpose of Section 6(e) of
            this Agreement:

          


          
            	
                    (i)  

                  	
                    Market
                      Quotation will apply, provided, however, that, notwithstanding
                      anything to
                      the contrary in this Agreement, if an Early Termination Date
                      has been
                      designated as a result of a Derivative Provider Trigger Event,
                      the
                      following provisions will apply:

                  


          

          


          
            	
                     

                  	
                    (A)

                  	
                    The
                      definition of Market Quotation in Section 14 shall be deleted
                      in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Market
            Quotation” means, with respect to one or more Terminated
            Transactions, a Firm Offer which is (1) made by an Eligible Replacement,
            (2) for
            an amount that would be paid to Party B (expressed as a negative number)
            or by
            Party B (expressed as a positive number) in consideration of an agreement
            between Party B and such Eligible Replacement to enter into a Replacement
            Transaction, and (3) made on the basis that Unpaid Amounts in respect
            of the
            Terminated Transaction or group of Transactions are to be excluded but,
            without
            limitation, any payment or delivery that would, but for the relevant
            Early
            Termination Date, have been required (assuming satisfaction of each applicable
            condition precedent) after that Early Termination Date is to be
            included.

          


          
            	
                     

                  	
                    (B)

                  	
                    The
                      definition of Settlement Amount shall be deleted in its entirety
                      and
                      replaced with the following:

                  


          

          


          “Settlement
            Amount” means, with respect to any Early Termination Date, an
            amount (as determined by Party B) equal to:

          


          
            	
                     

                  	
                    (a)

                  	
                    if,
                      on or prior to such Early Termination Date, a Market Quotation
                      for the
                      relevant Terminated Transaction or group of Terminated Transactions
                      is
                      accepted by Party B at the written direction of the Depositor
                      so as to
                      become legally binding, the Termination Currency Equivalent
                      of the amount
                      (whether positive or negative) of such Market
                      Quotation;

                  


          

          


          
            	
                     

                  	
                    (b)

                  	
                    if,
                      on such Early Termination Date, no Market Quotation for the
                      relevant
                      Terminated Transaction or group of Terminated Transactions
                      has been
                      accepted by Party B at the written direction of the Depositor
                      so as to
                      become legally binding and one or more Market Quotations from
                      Approved
                      Replacements have been communicated to Party B and remain capable
                      of
                      becoming legally binding upon acceptance by Party B, the Termination
                      Currency Equivalent of the amount (whether positive or negative)
                      of the
                      lowest of such Market Quotations (for the avoidance of doubt,
                      (I) a Market
                      Quotation expressed as a negative number is lower than a Market
                      Quotation
                      expressed as a positive number and (II) the lower of two Market
                      Quotations
                      expressed as negative numbers is the one with the largest absolute
                      value);
                      or

                  


          

          


          
            	
                     

                  	
                    (c)

                  	
                    if,
                      on such Early Termination Date, no Market Quotation for the
                      relevant
                      Terminated Transaction or group of Terminated Transactions
                      is accepted by
                      Party B so as to become legally binding and no Market Quotation
                      from an
                      Approved Replacement has been communicated to Party B and remains
                      capable
                      of becoming legally binding upon acceptance by Party B, Party
                      B’s Loss
                      (whether positive or negative and without reference to any
                      Unpaid Amounts)
                      for the relevant Terminated Transaction or group of Terminated
                      Transactions.”

                  


          

          


          
            	
                     

                  	
                    (C)

                  	
                    If
                      Party B at the written direction of the Depositor requests
                      Party A in
                      writing to obtain Market Quotations, Party A shall use its
                      reasonable
                      efforts to do so before the Early Termination
                      Date.

                  


          

          


          
            	
                     

                  	
                    (D)

                  	
                    If
                      the Settlement Amount is a negative number, Section 6(e)(i)(3)
                      shall be
                      deleted in its entirety and replaced with the
                      following:

                  


          

          


          “(3)
            Second Method and Market Quotation. If the Second Method and Market
            Quotation apply, (I) Party B shall pay to Party A an amount equal to the
            absolute value of the Settlement Amount in respect of the Terminated
            Transactions, (II) Party B shall pay to Party A the Termination Currency
            Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall
            pay to
            Party B the Termination Currency Equivalent of the Unpaid Amounts owing
            to Party
            B; provided, however, that (x) the amounts payable under the immediately
            preceding clauses (II) and (III) shall be subject to netting in accordance
            with
            Section 2(c) of this Agreement and (y) notwithstanding any other provision
            of
            this Agreement, any amount payable by Party A under the immediately preceding
            clause (III) shall not be netted against any amount payable by Party
            B under the
            immediately preceding clause (I).”

          


          
            	
                     

                  	
                    (E)

                  	
                    At
                      any time on or before the Early Termination Date at which two
                      or more
                      Market Quotations from Approved Replacements have been communicated
                      to
                      Party B and remain capable of becoming legally binding upon
                      acceptance by
                      Party B, Party B shall be entitled to accept only the lowest
                      of such
                      Market Quotations (for the avoidance of doubt, (I) a Market
                      Quotation
                      expressed as a negative number is lower than a Market Quotation
                      expressed
                      as a positive number and (II) the lower of two Market Quotations
                      expressed
                      as negative numbers is the one with the largest absolute
                      value).

                  


          

          


          
            	
                     

                  	
                    (F)

                  	
                    In
                      determining whether or not a Firm Offer satisfies clause (B)(y)
                      of the
                      definition of Replacement Transaction and whether or not a
                      proposed
                      transfer satisfies clause (e)(B)(y) of the definition of Permitted
                      Transfer, Party B shall act in a commercially reasonable
                      manner.

                  


          

          


          
            	
                    (ii)  

                  	
                    The
                      Second Method will apply.

                  


          

          


          (g)           “Termination
            Currency” means USD.

          


          (h)           Additional
            Termination Events.  Additional Termination Events will apply
            as provided in Part 5(c).

           

           

          Part
            2.    Tax Matters.

          


          (a)           Tax
            Representations.

          


          
            	
                     

                  	
                    (i)

                  	
                    Payer
                      Representations.  For the purpose of Section 3(e) of
                      this Agreement:

                  


          

           

          (A)           Party
            A makes the following representation(s):

          


          None.

          


          (B)           Party
            B makes the following representation(s):

          


          None.

          


          (ii)           Payee
            Representations.  For the purpose of Section 3(f) of this
            Agreement:

           

          (A)           Party
            A makes the following representation(s):

          


          Party
            A
            represents that it is a corporation organized under the laws of the State
            of
            Delaware.

          


          (B)           Party
            B makes the following representation(s):

          


          None.

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

          


          
            	
                     

                  	
                    (i)

                  	
                    Gross
                      Up.  Section 2(d)(i)(4) shall not apply to Party B as
                      X, and Section 2(d)(ii) shall not apply to Party B as Y, in
                      each case such
                      that Party B shall not be required to pay any additional amounts
                      referred
                      to therein.

                  


          

          


          
            	
                     

                  	
                    (ii)

                  	
                    Indemnifiable
                      Tax.  The definition of “Indemnifiable Tax” in Section
                      14 is deleted in its entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax” means, in relation to payments by Party A, any Tax and,
            in
            relation to payments by Party B, no Tax.

          


            Part
            3.   Agreement to Deliver Documents.


          


           (a)           For
            the purpose of Section 4(a)(i), tax forms, documents, or certificates
            to be
            delivered are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	 	
                    Date
                      by which to

                    be
                      delivered

                  
	
                    Party
                      A

                  	
                    An
                      original properly completed and executed United States Internal
                      Revenue
                      Service Form W-9 (or any successor thereto) with respect to
                      any payments
                      received or to be received by Party A that eliminates U.S.
                      federal
                      withholding and backup withholding Tax on payments to Party
                      A under this
                      Agreement.

                  	 	
                    (i)
                      upon execution of this Agreement, (ii) on or before the first
                      payment date
                      under this Agreement, including any Credit Support Document,
                      (iii)
                      promptly upon the reasonable demand by Party B, (iv) prior
                      to the
                      expiration or obsolescence of any previously delivered form,
                      and (v)
                      promptly upon the information on any such previously delivered
                      form
                      becoming inaccurate or incorrect.

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    (i)
                      Upon execution of this Agreement, an original properly completed
                      and
                      executed United States Internal Revenue Service Form W-9 with
                      respect to
                      any payments received or to be received by the initial beneficial
                      owner of
                      payments to Party B under this Agreement, and (ii)
                      thereafter,  the appropriate tax certification form (i.e., IRS
                      Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
                      (or
                      any successor form thereto)) with respect to any payments received
                      or to
                      be received by the beneficial owner of payments to Party B
                      under this
                      Agreement from time to time, which forms are received by Party
                      B in
                      accordance with the Pooling and Servicing Agreement.

                  	 	
                    (i)
                      upon execution of this Agreement, (ii) on or before the first
                      payment date
                      under this Agreement, including any Credit Support Document,
                      (iii)
                      promptly upon the reasonable demand by Party A, (iv) prior
                      to the
                      expiration or obsolescence of any previously delivered form,
                      and (v)
                      promptly upon the information on any such previously delivered
                      form
                      becoming inaccurate or incorrect.

                  


          

          


          


          (b)           For
            the purpose of Section 4(a)(ii), other documents to be delivered
            are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	 	
                    Date
                      by which to

                    be
                      delivered

                  	
                    Covered
                      by Section 3(d) Representation

                  
	
                    Party
                      A and

                    Party
                      B

                  	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver the Agreement, each Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under the Agreement, each Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, each  Confirmation, and any relevant Credit Support
                      Document, as the case may be

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Report of Party A’s Credit Support Provider containing consolidated
                      financial statements certified by independent certified public
                      accountants
                      and prepared in accordance with generally accepted accounting
                      principles
                      in the country in which Party A’s Credit Support Provider is
                      organized

                  	 	
                    Promptly
                      upon becoming publicly available

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    Semi
                      Annual Financial Statements of Party A’s Credit Support Provider
                      containing unaudited, consolidated financial statements of
                      Party A’s
                      Credit Support Provider’s Interim Report prepared in accordance with
                      generally accepted accounting principles in the country in
                      which Party A’s
                      Credit Support Provider is organized

                  	 	
                    Promptly
                      upon becoming publicly available

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    A
                      guarantee of Swiss Reinsurance Company

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    An
                      opinion of counsel to Party A’s guarantor

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 	 
	
                    Party
                      B

                  	
                    An
                      opinion of counsel relating to the Pooling and Servicing Agreement
                      and the
                      other principal transaction documents reasonably acceptable
                      to Party
                      A

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    Description
                      of all current credit ratings of Party A by each Rating Agency
                      then rating
                      Party A

                  	 	
                    Promptly
                      upon request by Party B

                  	
                    No

                  
	 	 	 	 	 
	
                    Party
                      B

                  	
                    Final
                      executed version of the Pooling and Servicing Agreement

                  	 	
                    Promptly
                      upon such final version becoming publicly available

                  	
                    No

                  


          

          


          Part
            4.  Miscellaneous.

          


          
            	
                    (a)

                  	
                    Address
                      for Notices:  For the purposes of Section 12(a) of
                      this Agreement:

                  


          

          


          Address
            for notices or communications
            to Party A:

          


          
            	
                    Address:

                  	
                    Swiss
                      Re Financial Products Corporation

                  
	 	
                    55
                      East 52nd
                      Street

                  
	 	
                    New
                      York, New York 10055

                  
	
                    Attention:

                  	
                    Head
                      of Operations

                  
	
                    Facsimile:

                  	
                    (917)
                      322-7201

                  


          

          


          With
            a copy to:

          


          
            	
                    Address:

                  	
                    Swiss
                      Re Financial Products Corporation

                  
	 	
                    55
                      East 52nd
                      Street

                  
	 	
                    New
                      York, New York 10055

                  
	
                    Attention:

                  	
                    Legal
                      Department

                  
	
                    Facsimile:

                  	
                    (917)
                      317-5474

                  


          

          


          (For
            all
            purposes)

          


          Address
            for notices or communications
            to Party B:

          
            	 	 
	
                    Address:

                  	
                    Citibank,
                      N.A.

                  
	 	
                    388
                      Greenwich Street, 14th
                      Floor

                  
	 	
                    New
                      York, NY 10013

                  
	
                    Attention:

                  	
                    Valerie
                      Delgado/CMLTI 2007-WFHE3

                  
	
                    Facsimile:

                  	
                    (949)
                      250-6464

                  
	
                    Phone:

                  	
                    (949)
                      250-6450

                  


          

          


          (For
            all
            purposes)

          


          (b)           Process
            Agent.  For the purpose of Section 13(c):

          


          Party
            A
            appoints as its Process Agent:  Not applicable.

          


          Party
            B
            appoints as its Process Agent:  Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.  The
                      provisions of Section 10(a) will apply to this Agreement; neither
                      Party A
                      nor Party B has any Offices other than as set forth in the
                      Notices
                      Section.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.  For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A is not a Multibranch
            Party.

          


          
            	
                     

                  	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.  The Calculation Agent is Party A; provided,
                      however, that if an Event of Default shall have occurred with
                      respect to
                      Party A, Party B shall have the right to appoint as Calculation
                      Agent a
                      third party, reasonably acceptable to Party A, the cost for
                      which shall be
                      borne by Party A.

                  


          

          


          (f)           Credit
            Support Document.

          


          
            	
                    Party
                      A:

                  	
                    The
                      Credit Support Annex, and any guarantee in support of Party
                      A’s
                      obligations under this Agreement.

                  
	 	 
	
                    Party
                      B:

                  	
                    The
                      Credit Support Annex, solely in respect of Party B’s obligations under
                      Paragraph 3(b) of the Credit Support
                      Annex.

                  


          

          


          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          
          

          


          
            	
                    Party
                      A:

                  	
                    The
                      guarantor under any guarantee in support of Party A’s obligations under
                      this Agreement.

                  
	 	 
	
                    Party
                      B:

                  	
                    None.

                  


          

          


          
            	
                    (h)

                  	
                    Governing
                      Law.  The parties to this Agreement hereby agree that
                      the law of the State of New York shall govern their rights
                      and duties in
                      whole (including any claim or controversy arising out of or
                      relating to
                      this Agreement), without regard to the conflict of law provisions
                      thereof
                      other than New York General Obligations Law Sections 5-1401
                      and
                      5-1402.

                  


          

          


          
            	
                    (i)

                  	
                    Netting
                      of Payments.  Subparagraph (ii) of Section 2(c) will
                      apply to each Transaction
                      hereunder.

                  


          

          


          
            	
                    (j)

                  	
                    Affiliate.  “Affiliate”
                      shall have the meaning assigned thereto in Section 14; provided,
                      however,
                      that Party B shall be deemed to have no Affiliates for purposes
                      of this
                      Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

          


          Part
            5.  Other Provisions.

          


          
            	
                    (a)

                  	
                    Definitions.
                      Unless otherwise specified in a Confirmation, this
                      Agreement and
                      each Transaction under this Agreement are subject to the 2000
                      ISDA
                      Definitions as published and copyrighted in 2000 by the International
                      Swaps and Derivatives Association, Inc. (the
                      “Definitions”), and will be governed in all relevant
                      respects by the provisions set forth in the Definitions, without
                      regard to
                      any amendment to the Definitions subsequent to the date
                      hereof.  The provisions of the Definitions are hereby
                      incorporated by reference in and shall be deemed a part of
                      this Agreement,
                      except that (i) references in the Definitions to a “Swap Transaction”
                      shall be deemed references to a “Transaction” for purposes of this
                      Agreement, and (ii) references to a “Transaction” in this Agreement shall
                      be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          Each
            reference herein to a “Section” (unless specifically referencing the Pooling and
            Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
            a reference to a Section of the ISDA Master Agreement; each herein reference
            to
            a “Part” will be construed as a reference to the Schedule to the ISDA Master
            Agreement; each reference herein to a “Paragraph” will be construed as a
            reference to a Paragraph of the Credit Support Annex.

           

          (b)           Amendments
            to ISDA Master Agreement.

          


          
            	
                     

                  	
                    (i)

                  	
                    Single
                      Agreement.  Section 1(c) is hereby amended by the
                      adding the words “including, for the avoidance of doubt, the Credit
                      Support Annex”  after the words “Master
                      Agreement”.

                  


          

          


          
            	
                     

                  	
                    (ii)

                  	
                    Conditions
                      Precedent.

                  	
                    Section
                      2(a)(iii) is hereby amended by adding the following at the
                      end
                      thereof:

                  


          

          


          Notwithstanding
            anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
            with
            respect to Party B or Potential Event of Default with respect to Party
            B has
            occurred and been continuing for more than 30 Local Business Days and
            no Early
            Termination Date in respect of the Affected Transactions has occurred
            or been
            effectively designated by Party A, the obligations of Party A under Section
            2(a)(i) shall cease to be subject to the condition precedent set forth
            in
            Section 2(a)(iii)(1) with respect to such specific occurrence of such
            Event of
            Default or such Potential Event of Default (the “Specific
            Event”); provided, however, for the avoidance of doubt, the obligations
            of Party A under Section 2(a)(i) shall be subject to the condition precedent
            set
            forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect
            to any
            subsequent occurrence of the same Event of Default with respect to Party
            B or
            Potential Event of Default with respect to Party B after the Specific
            Event has
            ceased to be continuing and with respect to any occurrence of any other
            Event of
            Default with respect to Party B or Potential Event of Default with respect
            to
            Party B that occurs subsequent to the Specific Event.

          


          
            	
                     

                  	
                    (iii)

                  	
                    Change
                      of Account.  Section 2(b) is hereby amended by the
                      addition of the following after the word “delivery” in the first line
                      thereof:  “to another account in the same legal and tax
                      jurisdiction as the original
                      account”.

                  


          

           

          
            	
                     

                  	
                    (iv)

                  	
                    Representations.  Section
                      3 is hereby amended by adding at the end thereof the following
                      subsection
                      (g):

                  


          

          


          
            	
                     

                  	
                    “(g)

                  	
                    Relationship
                      Between Parties.

                  


          

          


          
            	
                     

                  	
                    (1)

                  	
                    Nonreliance.  (i)
                      It is not relying on any statement or representation of the
                      other party
                      (whether written or oral) regarding any Transaction hereunder,
                      other than
                      the representations expressly made in this Agreement or the
                      Confirmation
                      in respect of that Transaction and (ii) it has consulted with
                      its own
                      legal, regulatory, tax, business, investment, financial and
                      accounting
                      advisors to the extent it has deemed necessary, and it has
                      made its own
                      investment, hedging and trading decisions based upon its own
                      judgment and
                      upon any advice from such advisors as it has deemed necessary
                      and not upon
                      any view expressed by the other
                      party.

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    Evaluation
                      and Understanding.  (i) It has the capacity to evaluate
                      (internally or through independent professional advice) each
                      Transaction
                      and has made its own decision to enter into the Transaction
                      and (ii) it
                      understands the terms, conditions and risks of the Transaction
                      and is
                      willing and able to accept those terms and conditions and to
                      assume those
                      risks, financially and otherwise. 

                  


          

          


          
            	
                     

                  	
                    (3)

                  	
                    Purpose.  It
                      is entering into the Transaction for the purposes of managing
                      its
                      borrowings or investments, hedging its underlying assets or
                      liabilities or
                      in connection with a line of
                      business.

                  


          

          


          
            	
                     

                  	
                    (4)

                  	
                    Status
                      of Parties.  The other party is not acting as an agent,
                      fiduciary or advisor for it in respect of the
                      Transaction.

                  


          

          


          
            	
                     

                  	
                    (5)

                  	
                    Eligible
                      Contract Participant.  It is an “eligible swap participant” as
                      such term is defined in, Section 35.1(b)(2) of the regulations
                      (17 C.F.R.
                      35) promulgated under, and an “eligible contract participant” as defined
                      in Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

          


          
            	
                     

                  	
                    (v)

                  	
                    Transfer
                      to Avoid Termination Event.  Section 6(b)(ii) is hereby
                      amended (i) by deleting the words “or if a Tax Event Upon Merger occurs
                      and the Burdened Party is the Affected Party,” and the words “, which
                      consent will not be withheld if such other party’s policies in effect at
                      such time would permit it to enter into transactions with the
                      transferee
                      on the terms proposed”and (ii) by deleting the words “to transfer” and
                      inserting the words “to effect a Permitted Transfer” in lieu
                      thereof.

                  


          

          


          
            	
                     

                  	
                    (vi)

                  	
                    Jurisdiction.
                      Section 13(b) is hereby amended by: (i) deleting in
                      the second
                      line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                      from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                      (iii) deleting the final paragraph
                      thereof.

                  


          

          


          
            	
                     

                  	
                    (vii)

                  	
                    Local
                      Business Day.  The definition of Local Business Day in
                      Section 14 is hereby amended by the addition of the words “or any Credit
                      Support Document” after “Section 2(a)(i)” and the addition of the words
                      “or Credit Support Document” after
                      “Confirmation”.

                  


          

          


          
            	
                    (c)

                  	
                    Additional
                      Termination Events.  The following Additional
                      Termination Events will apply:

                  


          

          


          
            	
                    (i)  

                  	
                    Failure
                      to Post Collateral.If Party A has failed to comply with or
                      perform any obligation to be complied with or performed by
                      Party A in
                      accordance with the Credit Support Annex and such failure has
                      not given
                      rise to an Event of Default under Section 5(a)(i) or Section
                      5(a)(iii),
                      then an Additional Termination Event shall have occurred with
                      respect to
                      Party A and Party A shall be the sole Affected Party with respect
                      to such
                      Additional Termination Event.

                  


          

          


          
            	
                    (ii)  

                  	
                    Second
                      Rating Trigger Replacement.  The occurrence of any
                      event described in this Part 5(c)(ii) shall constitute an Additional
                      Termination Event with respect to Party A and Party A shall
                      be the sole
                      Affected Party with respect to such Additional Termination
                      Event.

                  


          

          


          
            	
                     

                  	
                    (A)

                  	
                    An
                      S&P Required Ratings Downgrade Event has occurred and is continuing
                      and at least 60 calendar days have elapsed since such S&P Required
                      Ratings Downgrade Event first
                      occurred.

                  


          

          


          
            	
                     

                  	
                    (B)

                  	
                    A
                      Moody’s Second Trigger Downgrade Event has occurred and is continuing
                      and
                      at least 30 Local Business Days have elapsed since such Moody’s Second
                      Trigger Downgrade Event first occurred, and at least one Eligible
                      Replacement has made a Firm Offer that would, assuming the
                      occurrence of
                      an Early Termination Date, qualify as a Market Quotation (on
                      the basis
                      that Part 1(f)(i)(A) applies) and which remains capable of
                      becoming
                      legally binding upon acceptance.

                  


          

          


          
            	
                     

                  	
                    (iii)

                  	
                    [Reserved.]

                  


          

          


          
            	
                     

                  	
                    (iv)

                  	
                    [Reserved.]

                  


          

          


          
            	
                     

                  	
                    (v)

                  	
                    [Reserved.]

                  


          

          


          
            	
                     

                  	
                    (vi)

                  	
                    Optional
                      Termination of Securitization.  An Additional
                      Termination Event shall occur upon the earlier of (i) the occurrence
                      of an
                      Optional Termination in accordance with Article IX of the Pooling
                      and
                      Servicing Agreement or (ii) notice to Certificateholders of
                      such Optional
                      Termination becoming unrescindable, in accordance with Article
                      IX of the
                      Pooling and Servicing Agreement. Party B shall be the sole
                      Affected Party
                      with respect to such Additional Termination Event; provided,
                      however, that
                      notwithstanding anything to the contrary in Section 6(b)(iv),
                      only Party B
                      may designate an Early Termination Date as a result of this
                      Additional
                      Termination Event.

                  


          

          


          
            	
                    (d)

                  	
                    Required
                      Ratings Downgrade Event.  If a Required Ratings
                      Downgrade Event has occurred and is continuing, then Party
                      A shall, at its
                      own expense, use commercially reasonable efforts to, as soon
                      as reasonably
                      practicable, either (A) effect a Permitted Transfer or (B)
                      procure an
                      Eligible Guarantee by a guarantor with credit ratings at least
                      equal to
                      the S&P Required Ratings Threshold and the Moody’s Second Trigger
                      Threshold.

                  


          

          


          
            	
                    (e)

                  	
                    Compliance
                      with Item 1115 of Regulation
                      AB.

                  


          

          


          Party
            A
            and Party B hereby agree that the terms of the Item 1115 Agreement, dated
            as of
            June 25, 2007 (the “Item 1115 Agreement”) among among Citigroup
            Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust Inc. (the
“Depositor”) and Swiss Re Financial Products Corporation (the “Derivative
            Provider”), shall be incorporated by reference into this Agreement and Party B
            shall be an express third party beneficiary of the Item 1115 Agreement.
            A copy
            of the Item 1115 Agreement is annexed hereto at Annex B.

          


          
            	
                    (f)

                  	
                    Transfers.

                  


          

           

          (i)           Section
            7 is hereby amended to read in its entirety as follows:

           

          “Neither
            this Agreement nor any interest or obligation in or under this Agreement
            may be
            transferred (whether by way of security or otherwise) by either party
            unless (a)
            the prior written consent of the other party is obtained and (b) the
            Rating
            Agency Condition has been satisfied with respect to S&P, except
            that:

           

          
            	
                     

                  	
                    (a)

                  	
                    Party
                      A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                      or the
                      Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
                      with,
                      or merger with or into, or transfer of all or substantially
                      all its assets
                      to, another entity (but without prejudice to any other right
                      or remedy
                      under this Agreement), or (3) at any time at which no Relevant
                      Entity has
                      credit ratings at least equal to the Approved Ratings
                      Threshold;

                  


          

           

          
            	
                     

                  	
                    (b)

                  	
                    Party
                      B may transfer its rights and obligations hereunder in connection
                      with a
                      transfer pursuant to Section 8.09 of the Pooling and Servicing
                      Agreement,
                      and

                  


          

           

          
            	
                     

                  	
                    (c)

                  	
                    a
                      party may make such a transfer of all or any part of its interest
                      in any
                      amount payable to it from a Defaulting Party under Section
                      6(e).

                  


          

           

          Any
            purported transfer that is not in compliance with this Section will be
            void.

           

          
            	
                     

                  	
                    (ii)

                  	
                    If
                      an Eligible Replacement has made a Firm Offer (which remains
                      an offer that
                      will become legally binding upon acceptance by Party B) to
                      be the
                      transferee pursuant to a Permitted Transfer, Party B shall,
                      at Party A’s
                      written request and at Party A’s expense, execute such documentation
                      provided to it as is reasonably deemed necessary to effect
                      such
                      transfer.

                  


          

           

          
            	
                    (g)

                  	
                    Non-Recourse.  Party
                      A acknowledges and agrees that, notwithstanding any provision
                      in this
                      Agreement to the contrary, the obligations of Party B hereunder
                      are
                      limited recourse obligations of Party B, payable solely from
                      the Cap Trust
                      and the proceeds thereof, and that Party A will not have any
                      recourse to
                      any of the directors, officers, agents, employees, shareholders
                      or
                      affiliates of the Party B with respect to any claims, losses,
                      damages,
                      liabilities, indemnities or other obligations in connection
                      with any
                      transactions contemplated hereby. In the event that the Cap
                      Trust and the
                      proceeds thereof, should be insufficient to satisfy all claims
                      outstanding
                      and following the realization of the account held by the Cap
                      Trust and the
                      proceeds thereof, any claims against or obligations of Party
                      B under the
                      ISDA Master Agreement or any other confirmation thereunder
                      still
                      outstanding shall be extinguished and thereafter not
                      revive.  This provision will survive the termination of this
                      Agreement.

                  


          

          


          
            	
                    (h)

                  	
                    [Reserved.]

                  


          

          


          
            	
                    (i)

                  	
                    Rating
                      Agency Notifications.  Notwithstanding any other
                      provision of this Agreement, no Early Termination Date shall
                      be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each Rating
                      Agency has been provided prior written notice of such designation
                      or
                      transfer.

                  


          

          


          
            	
                    (j)

                  	
                    No
                      Set-off.  Except as expressly provided for in Section
                      2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding
                      any other
                      provision of this Agreement or any other existing or future
                      agreement,
                      each party irrevocably waives any and all rights it may have
                      to set off,
                      net, recoup or otherwise withhold or suspend or condition payment
                      or
                      performance of any obligation between it and the other party
                      hereunder
                      against any obligation between it and the other party under
                      any other
                      agreements.  Section 6(e) shall be amended by deleting the
                      following sentence: “The amount, if any, payable in respect of an Early
                      Termination Date and determined pursuant to this Section will
                      be subject
                      to any Set-off.”.

                  


          

           

          
            	
                    (k)

                  	
                    Amendment.  Notwithstanding
                      any provision to the contrary in this Agreement, no amendment
                      of either
                      this Agreement or any Transaction under this Agreement shall
                      be permitted
                      by either party unless each of the Rating Agencies has been
                      provided prior
                      written notice of the same and the Rating Agency Condition
                      is satisfied
                      with respect to S&P.

                  


          

          


          
            	
                    (l)

                  	
                    Notice
                      of Certain Events or Circumstances.  Each Party agrees,
                      upon learning of the occurrence or existence of any event or
                      condition
                      that constitutes (or that with the giving of notice or passage
                      of time or
                      both would constitute) an Event of Default or Termination Event
                      with
                      respect to such party, promptly to give the other Party and
                      to each Rating
                      Agency notice of such event or condition; provided that failure
                      to provide
                      notice of such event or condition pursuant to this Part 5(l)
                      shall not
                      constitute an Event of Default or a Termination
                      Event.

                  


          

           

          
            	
                    (m)

                  	
                    Proceedings.  No
                      Relevant Entity shall institute against, or cause any other
                      person to
                      institute against, or join any other person in instituting
                      against Party
                      B, the Cap Trust, or the trust formed pursuant to the Pooling
                      and
                      Servicing Agreement, in any bankruptcy, reorganization, arrangement,
                      insolvency or liquidation proceedings or other proceedings
                      under any
                      federal or state bankruptcy or similar law for a period of
                      one year (or,
                      if longer, the applicable preference period) and one day following
                      payment
                      in full of the Certificates and any Notes.  This provision will
                      survive the termination of this
                      Agreement.

                  


          

          


          
            	
                    (n)

                  	
                    Cap
                      Trustee Liability Limitations.  It is expressly
                      understood and agreed by the parties hereto that (a) this Agreement
                      is
                      executed and delivered by Citibank, N.A. (“Citibank”) not in its
                      individual capacity, but solely as Cap Trustee under the Pooling
                      and
                      Servicing Agreement in the exercise of the powers and authority
                      conferred
                      and vested in it thereunder; (b) Citibank has been directed
                      pursuant to
                      the Pooling and Servicing Agreement to enter into this Agreement
                      and to
                      perform its obligations hereunder; (c) each of the representations,
                      warranties, covenants, undertakings and agreements herein made
                      on behalf
                      of the Cap Trust is made and intended not as a personal representation
                      of
                      the Cap Trustee but is made and intended for the purpose of
                      binding only
                      the Cap Trust; and (d) nothing herein contained shall be construed
                      as
                      creating any liability on Citibank, individually or personally,
                      to perform
                      any covenant either expressed or implied contained herein,
                      all such
                      liability, if any, being expressly waived by the parties who
                      are
                      signatories to this Agreement and by any person claiming by,
                      through or
                      under such parties and (e) under no circumstances shall Citibank
                      in its
                      individual capacity be personally liable for the payment of
                      any indemnity,
                      indebtedness, fees or expenses of the Cap Trust or any payments
                      hereunder
                      or for the breach or failure of any obligation, representation,
                      warranty
                      or covenant made or undertaken under this
                      Agreement.

                  


          

          


          
            	
                    (o)

                  	
                    Severability.  If
                      any term, provision, covenant, or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) in any respect,
                      the
                      remaining terms, provisions, covenants, and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties; provided, however, that this severability provision
                      shall not be
                      applicable if any provision of Section 2, 5, 6, or 13 (or any
                      definition
                      or provision in Section 14 to the extent it relates to, or
                      is used in or
                      in connection with any such Section) shall be so held to be
                      invalid or
                      unenforceable.

                  


          

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition.

          


          
            	
                    (p)

                  	
                    Agent
                      for Party B.  Party A acknowledges that the Depositor
                      has appointed the Cap Trustee as agent under the Pooling and
                      Servicing
                      Agreement and the Cap Administration Agreement to carry out
                      certain
                      functions on behalf of Party B, and that the Cap Trustee shall
                      be entitled
                      to give notices and to perform and satisfy the obligations
                      of Party B
                      hereunder on behalf of Party B.

                  


          

           

          
            	
                    (q)

                  	
                    [Reserved.]

                  


          

           

          
            	
                    (r)

                  	
                    Consent
                      to Recording.  Each party hereto consents to the
                      monitoring or recording, at any time and from time to time,
                      by the other
                      party of any and all communications between trading, marketing,
                      and
                      operations personnel of the parties and their Affiliates, waives
                      any
                      further notice of such monitoring or recording, and agrees
                      to notify such
                      personnel of such monitoring or
                      recording.

                  


          

          


          
            	
                    (s)

                  	
                    Waiver
                      of Jury Trial.  Each party waives any right it may have
                      to a trial by jury in respect of any suit, action or proceeding
                      relating
                      to this Agreement or any Credit Support
                      Document.

                  


          

          


          
            	
                    (t)

                  	
                    Form
                      of ISDA Master Agreement.  Party A and Party B hereby
                      agree that the text of the body of the ISDA Master Agreement
                      is intended
                      to be the printed form of the ISDA Master Agreement (Multicurrency
–
                      Crossborder) as published and copyrighted in 1992 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

          


          
            	
                    (u)

                  	
                    Payment
                      Instructions.  Party A hereby agrees that, unless
                      notified in writing by Party B of other payment instructions,
                      any and all
                      amounts payable by Party A to Party B under this Agreement
                      shall be paid
                      to the account specified in Item 4 of this Long-form Confirmation,
                      below.

                  


          

          


          
            	
                    (v)

                  	
                    Additional
                      representations.

                  


          

          


          
            	
                     

                  	
                    (i)

                  	
                    Representations
                      of Party A.  Party A represents to Party B on the date
                      on which Party A enters into each Transaction that Party A’s obligations
                      under this Agreement rank pari passu with all of Party A’s other
                      unsecured, unsubordinated obligations except those obligations
                      preferred
                      by operation of law.

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    Capacity.  Party
                      A represents to Party B on the date on which Party A enters
                      into this
                      Agreement that it is entering into the Agreement and the Transaction
                      as
                      principal and not as agent of any person.  The Cap Trustee
                      represents to Party A on the date on which the Cap Trustee
                      executes this
                      Agreement that it is executing the Agreement not in its individual
                      capacity but solely as Cap Trustee.

                  


          

           

          
            	
                    (w)

                  	
                    Acknowledgements.

                  


          

          


          
            	
                     

                  	
                    (i)

                  	
                    Substantial
                      financial transactions.  Each party hereto is hereby
                      advised and acknowledges as of the date hereof that the other
                      party has
                      engaged in (or refrained from engaging in) substantial financial
                      transactions and has taken (or refrained from taking) other
                      material
                      actions in reliance upon the entry by the parties into the
                      Transaction
                      being entered into on the terms and conditions set forth herein
                      and in the
                      Pooling and Servicing Agreement relating to such Transaction,
                      as
                      applicable. This paragraph shall be deemed repeated on the
                      trade date of
                      each Transaction.

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    Bankruptcy
                      Code.  Subject to Part 5(m), without limiting the
                      applicability if any, of any other provision of the U.S. Bankruptcy
                      Code
                      as amended (the “Bankruptcy Code”) (including without limitation Sections
                      362, 546, 556, and 560 thereof and the applicable definitions
                      in Section
                      101 thereof), the parties acknowledge and agree that all Transactions
                      entered into hereunder will constitute “forward contracts” or “swap
                      agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
                      contracts” as defined in Section 761 of the Bankruptcy Code, that the
                      rights of the parties under Section 6 of this Agreement will
                      constitute
                      contractual rights to liquidate Transactions, that any margin
                      or
                      collateral provided under any margin, collateral, security,
                      pledge, or
                      similar agreement related hereto will constitute a “margin payment” as
                      defined in Section 101 of the Bankruptcy Code, and that the
                      parties are
                      entities entitled to the rights under, and protections afforded
                      by,
                      Sections 362, 546, 556, and 560 of the Bankruptcy
                      Code.

                  


          

           

          
            	
                    (x)

                  	
                    Limitation
                      on Events of Default.  Notwithstanding the provisions
                      of Sections 5 and 6, with respect to this Transaction, if at
                      any time and
                      so long as Party B has satisfied in full all its payment obligations
                      under
                      Section 2(a)(i) of this Transaction and has at the time no
                      future payment
                      obligations, whether absolute or contingent, under such Section
                      in respect
                      of this Transaction, then unless Party A is required pursuant
                      to
                      appropriate proceedings to return to Party B or otherwise returns
                      to Party
                      B upon demand of Party B any portion of any such payment in
                      respect of
                      this Transaction, (a) the occurrence of an event described
                      in Section 5(a)
                      with respect to Party B shall not constitute an Event of Default
                      or
                      Potential Event of Default with respect to Party B as Defaulting
                      Party in
                      respect of this Transaction and (b) Party A shall be entitled
                      to designate
                      an Early Termination Date pursuant to Section 6 in respect
                      of this
                      Transaction only as a result of the occurrence of a Termination
                      Event set
                      forth in either Section 5(b)(i) or 5(b)(ii) with respect to
                      Party A as the
                      Affected Party, or Section 5(b)(iii) with respect to Party
                      A as the
                      Burdened Party.  Party A acknowledges and agrees that Party B’s
                      only payment obligation under Section 2(a)(i) in respect of
                      each Cap
                      Transaction is to pay the related Fixed Amount on the related
                      Fixed Amount
                      Payer Payment Date.

                  


          

           

          
            	
                    (y)

                  	
                    [Reserved.]

                  


          

           

          (z)           Additional
            Definitions.

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise:

           

          “Approved
            Ratings Threshold” means each of the S&P Approved Ratings
            Threshold and the Moody’s First Trigger Ratings Threshold.

          


          “Approved
            Replacement” means, with respect to a Market Quotation, an entity
            making such Market Quotation, which entity would satisfy conditions (a),
            (b),
            (c) and (d) of the definition of Permitted Transfer (as determined by
            Party B in
            its sole discretion, acting in a commercially reasonable manner) if such
            entity
            were a Transferee, as defined in the definition of Permitted
            Transfer.

          


          “Derivative
            Provider Trigger Event” means (i) an Event of Default with respect
            to which Party A is a Defaulting Party, (ii) a Termination Event with
            respect to
            which Party A is the sole Affected Party or (iii) an Additional Termination
            Event with respect to which Party A is the sole Affected Party.

          


          “Eligible
            Guarantee” means an unconditional and irrevocable guarantee of all
            present and future obligations of Party A under this Agreement (or, solely
            for
            purposes of the definition of Eligible Replacement, all present and future
            obligations of such Eligible Replacement under this Agreement or its
            replacement, as applicable) which is provided by a guarantor as principal
            debtor
            rather than surety and which is directly enforceable by Party B, the
            form and
            substance of which guarantee are subject to the Rating Agency Condition
            with
            respect to S&P, and either (A) a law firm has given a legal opinion
            confirming that none of the guarantor’s payments to Party B under such guarantee
            will be subject to deduction or Tax collected by withholding and such
            opinion
            has been delivered to Moody’s, or (B) such guarantee provides that, in the event
            that any of such guarantor’s payments to Party B are subject to deduction or Tax
            collected by withholding, such guarantor is required to pay such additional
            amount as is necessary to ensure that the net amount actually received
            by Party
            B (free and clear of any Tax collected by withholding) will equal the
            full
            amount Party B would have received had no such deduction or withholding
            been
            required, or (C) in the event that any payment under such guarantee is
            made net
            of deduction or withholding for Tax, Party A is required, under Section
            2(a)(i),
            to make such additional payment as is necessary to ensure that the net
            amount
            actually received by Party B from the guarantor will equal the full amount
            Party
            B would have received had no such deduction or withholding been
            required.

          


          “Eligible
            Replacement” means an entity (A) that lawfully could perform the
            obligations owing to Party B under this Agreement (or its replacement,
            as
            applicable), and (B) (I) (x) which has credit ratings from
            S&P at least equal to the S&P Required Ratings Threshold or (y) all
            present and future obligations of which entity owing to Party B under
            this
            Agreement (or its replacement, as applicable) are guaranteed pursuant
            to an
            Eligible Guarantee provided by a guarantor with credit ratings from S&P at
            least equal to the S&P Required Ratings Threshold, in either case if S&P
            is a Rating Agency, and (II) (x) which has credit ratings from Moody’s at least
            equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
            future obligations of which entity owing to Party B under this Agreement
            (or its
            replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
            provided by a guarantor with credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
            Agency and (C) that has executed an Item 1115 Agreement with the
            Depositor.  An Eligible Replacement shall provide to Party B in
            writing all credit ratings described in this definition upon request
            by Party
            B.

          


          “Financial
            Institution” means a bank, broker/dealer, insurance company,
            structured investment company or derivative product company.

          


          “Firm
            Offer” means a quotation from an Eligible Replacement (i) in
            an
            amount equal to the actual amount payable by or to Party B in consideration
            of
            an agreement between Party B and such Eligible Replacement to replace
            Party A as
            the counterparty to this Agreement by way of novation or, if such novation
            is
            not possible, an agreement between Party B and such Eligible Replacement
            to
            enter into a Replacement Transaction (assuming that all Transactions
            hereunder
            become Terminated Transactions), and (ii) that constitutes an offer by
            such
            Eligible Replacement to replace Party A as the counterparty to this Agreement
            or
            enter a Replacement Transaction that will become legally binding upon
            such
            Eligible Replacement upon acceptance by Party B.

          


          “Moody’s”
            means Moody’s Investors Service,
            Inc., or any successor thereto.

          


          “Moody’s
            First Trigger Ratings Threshold” means, with respect to Party A,
            the guarantor under an Eligible Guarantee, or an Eligible Replacement,
            (i) if
            such entity has a short-term unsecured and unsubordinated debt rating
            from
            Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
            rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
            rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
            short-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
            rating from Moody’s of “A1”.

          


          “Moody’s
            Second Trigger Downgrade
            Event”means
            that
no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold.

          


          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee, or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          


          “Permitted
            Transfer” means a transfer by novation by Party A, pursuant to
            Section 6(b)(ii) or the Item 1115 Agreement, or which is described in
            Sections
            7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
            obligations under this Agreement, with respect to which transfer each
            of the
            following conditions is satisfied: (a) the Transferee is an Eligible
            Replacement; (b) Party A and the Transferee are both “dealers in notional
            principal contracts” within the meaning of Treasury regulations section
            1.1001-4; (c) as of the date of such transfer the Transferee would not
            be
            required to withhold or deduct on account of Tax from any payments under
            this
            Agreement or would be required to gross up for such Tax under Section
            2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
            as a
            result of such transfer; (e) the Transferee contracts with Party B pursuant
            to a
            written instrument (the “Transfer Agreement”) (A) (i) on terms
            which are
            effective to transfer to the Transferee all, but not less than all, of
            Party A’s
            rights, liabilities, duties and obligations under the Agreement and all
            relevant
            Transactions, which terms are identical to the terms of this Agreement,
            other
            than party names, dates relevant to the effective date of such transfer,
            tax
            representations (provided that the representations in Part 2(a)(i) are
            not
            modified) and any other representations regarding the status of the substitute
            counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
            Part
            5(v)(ii), notice information and account details, and (ii) each Rating
            Agency
            has been given prior written notice of such transfer,
            or (B) (i) on terms that (x) have the effect of preserving for Party
            B the
            economic equivalent of all payment and delivery obligations (whether
            absolute or
            contingent and assuming the satisfaction of each applicable condition
            precedent)
            under this Agreement immediately before such transfer and (y) are, in
            all
            material respects, no less beneficial for Party B than the terms of this
            Agreement immediately before such transfer, as determined by Party B,
            and (ii)
            Moody’s has been given prior written notice of such transfer
            and] the Rating Agency Condition is satisfied with respect
            to
            S&P; (f) Party A will be responsible for any costs or expenses incurred
            in
            connection with such transfer (including any replacement cost of entering
            into a
            replacement transaction); and (g) such transfer otherwise complies with
            the
            terms of the Pooling and Servicing Agreement.

          


          “Rating
            Agency Condition” means, with respect to any particular proposed
            act or omission to act hereunder and each Rating Agency specified in
            connection
            with such proposed act or omission, that the party proposing such act
            or failure
            to act must consult with each of the specified Rating Agencies and receive
            from
            each such Rating Agency prior written confirmation that the proposed
            action or
            inaction would not cause a downgrade or withdrawal of the then-current
            rating of
            any Certificates or Notes.

          


          “Rating
            Agencies” mean, with respect to any date of determination, each
            of
            S&P and Moody’s, to the extent that each such rating agency is then
            providing a rating for any of the Citigroup Mortgage Loan Trust 2007-WFHE3,
            Asset-Backed Pass-Through Certificates, Series 2007-WFHE3 (the “Certificates”)
            or any notes backed by any of the Certificates (the “Notes”).

          


          “Relevant
            Entities” mean Party A and, to the extent applicable, a guarantor
            under an Eligible Guarantee.

          


          “Replacement
            Transaction” means, with respect to any Terminated Transaction or
            group of Terminated Transactions, a transaction or group of transactions
            that
            (A) has terms which would be effective to transfer to a transferee all,
            but not
            less than all, of Party A’s rights, liabilities, duties and obligations under
            this Agreement and all relevant Transactions, which terms are identical
            to the
            terms of this Agreement, other than party names, dates relevant to the
            effective
            date of such transfer, tax representations (provided that the representations
            in
            Part 2(a)(i) are not modified) and any other representations regarding
            the
            status of the substitute counterparty of the type included in Part 5(b)(iv),
            Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details,
            save
            for the exclusion of provisions relating to Transactions that are not
            Terminated
            Transactions, or (B) (x) would have the effect of preserving for Party
            B the
            economic equivalent of any payment or delivery (whether the underlying
            obligation was absolute or contingent and assuming the satisfaction of
            each
            applicable condition precedent) under this Agreement in respect of such
            Terminated Transaction or group of Terminated Transactions that would,
            but for
            the occurrence of the relevant Early Termination Date, have been required
            after
            that date, and (y) has terms which are, in all material respects, no
            less
            beneficial for Party B than those of this Agreement (save for the exclusion
            of
            provisions relating to Transactions that are not Terminated Transactions),
            as
            determined by Party B.

          


          “Required
            Ratings Downgrade Event” means that no Relevant Entity has credit
            ratings at least equal to the Required Ratings Threshold.

          


          “Required
            Ratings Threshold” means each of the S&P Required Ratings
            Threshold and the Moody’s Second Trigger Ratings Threshold.

          


          “S&P”
            means Standard & Poor’s Rating Services, a division
            of
            The McGraw-Hill Companies, Inc., or any successor thereto.

          


          “S&P
            Approved Ratings Threshold” means, with respect to Party A, the
            guarantor under an Eligible Guarantee, or an Eligible Replacement, a
            short-term
            unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
            entity does not have a short-term unsecured and unsubordinated debt rating
            from
            S&P, a long-term unsecured and unsubordinated debt rating or counterparty
            rating of “A+” from S&P.

          


          “S&P
            Required Ratings Downgrade Event” means that
            no Relevant Entity has credit ratings from S&P at least equal to the S&P
            Required Ratings Threshold.

          


          “S&P
            Required Ratings Threshold”
            means, with
            respect to Party A, the guarantor under an Eligible Guarantee, or an
            Eligible
            Replacement, (I) if such entity is a Financial Institution, a short-term
            unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
            entity does not have a short-term unsecured and unsubordinated debt
            rating
            from S&P, a long-term unsecured and unsubordinated debt rating or
            counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
            Financial Institution, a short-term unsecured and unsubordinated debt
            rating of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating or counterparty rating of “A+” from
            S&P.

          


           

          


           

           [Remainder
            of this page intentionally left blank.]

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          Item
            4.                      Account
            Details and Settlement Information:

           

          


          
            	
                    Payments
                      to Party A:

                  	
                    JPMorgan
                      Chase Bank

                  
	 	
                    ABA#
                      021000021

                  
	 	
                    SWIFT:
                      CHASUS33

                  
	 	
                    Account
                      of: Swiss Re Financial Products

                  
	 	
                    Account
                      No.: 066-911184

                  
	 	 
	
                    Payments
                      to Party B:

                  	
                    Citibank,
                      N.A.

                  
	 	
                    ABA#021000089

                  
	 	
                    Account
                      No. 3617-2242

                  
	 	
                    Acct
                      Name: Structured Finance Incoming Wire Account

                  
	 	
                    Ref:
                      CMLTI 2007-WFHE3 Cap Account A/C#
                      106766

                  


          

          


          This
            Agreement may be executed in several counterparts, each of which shall
            be deemed
            an original but all of which together shall constitute one and the same
            instrument.

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          We
            are
            very pleased to have executed this Transaction with you and we look forward
            to
            completing other transactions with you in the near future.

          


          Very
            truly yours,

          


          SWISS
            RE
            FINANCIAL PRODUCTS CORPORATION

          


          


          


          
            	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

          


          


          CITIBANK,
            N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON BEHALF OF THE CAP
            TRUST
            WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE3, ASSET-BACKED
            PASS-THROUGH CERTIFICATES, SERIES 2007-WFHE3

          


          


          


          
            	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          SCHEDULE
            I

          (All
            such
            dates subject to No Adjustment with respect to Fixed Rate Payer Period
            End Dates
            and adjustment in accordance with the Following Business Day Convention
            with
            respect to Floating Rate Payer Period End Dates)

          


          
            	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Notional
                      Amount (USD)

                  
	
                    Effective
                      Date

                  	
                    July
                      25, 2007

                  	
                    2,179,419.28

                  
	
                    July
                      25, 2007

                  	
                    August
                      25, 2007

                  	
                    2,158,387.41

                  
	
                    August
                      25, 2007

                  	
                    September
                      25, 2007

                  	
                    2,128,697.76

                  
	
                    September
                      25, 2007

                  	
                    October
                      25, 2007

                  	
                    2,093,286.52

                  
	
                    October
                      25, 2007

                  	
                    November
                      25, 2007

                  	
                    2,052,860.10

                  
	
                    November
                      25, 2007

                  	
                    December
                      25, 2007

                  	
                    2,006,914.18

                  
	
                    December
                      25, 2007

                  	
                    January
                      25, 2008

                  	
                    1,956,259.07

                  
	
                    January
                      25, 2008

                  	
                    February
                      25, 2008

                  	
                    1,900,869.94

                  
	
                    February
                      25, 2008

                  	
                    March
                      25, 2008

                  	
                    1,840,623.63

                  
	
                    March
                      25, 2008

                  	
                    April
                      25, 2008

                  	
                    1,777,145.85

                  
	
                    April
                      25, 2008

                  	
                    May
                      25, 2008

                  	
                    1,710,659.49

                  
	
                    May
                      25, 2008

                  	
                    Termination
                      Date

                  	
                    1,646,518.44

                  


          

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

          Annex
            B

          


          Item
            1115 Agreement

          


          


        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of June 25, 2007 between

        Swiss
          Re
          Financial Products Corporation (hereinafter referred to as “Party
          A” or “Pledgor”)

        and

        Citibank,
          N.A., not individually, but solely as cap trustee (the “Cap Trustee”) on behalf
          of the cap trust with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3,
          Asset-Backed Pass-Through Certificates, Series 2007-WFHE3 (the “Cap
          Trust”)

         (hereinafter
          referred to as “Party B” or “Secured
          Party”).

        


         

        Paragraph
          13.  Elections and Variables.

         

        
          	
                  (a)  

                	
                  Security
                    Interest for “Obligations”.  The term
                    “Obligations” as used in this
                    Annex includes the following additional
                    obligations:

                


        

         

        With
          respect to Party A: not applicable.

         

        With
          respect to Party B: not applicable.

         

        
          	
                  (b)  

                	
                  Credit
                    Support Obligations.

                


        

         

        
          	
                  (i)        
                      

                	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

         

        
          	
                  (A)        
                     

                	
                  “Delivery
                    Amount” has the meaning specified in
                    Paragraph 3(a), except that:

                


        

         

        
          	
                   

                	
                  (I)

                	
                  the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” shall be deleted and replaced with the words “not later
                    than the close of business on each Valuation
                    Date”,

                


        

         

        
          	
                   

                	
                  (II)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Value as of that Valuation Date of all Posted Credit
                    Support
                    held by the Secured Party.” shall be deleted in its entirety and replaced
                    with the following:

                


        

         

        “The
          “Delivery Amount” applicable to the
          Pledgor for any Valuation Date will equal the greatest of

         

        
          	
                   

                	
                  (1)

                	
                  the
                    amount by which (a) the S&P Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party,
                    and

                


        

         

        
          	
                   

                	
                   (2)

                	
                  the
                    amount by which (a) the Moody’s Credit Support Amount for such Valuation
                    Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured
                    Party.

                


        

         

        
          	
                   

                	
                  (III)

                	
                  if,
                    on any Valuation Date, the Delivery Amount equals or exceeds
                    the Pledgor’s
                    Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                    Party
                    sufficient Eligible Credit Support to ensure that, immediately
                    following
                    such transfer, the Delivery Amount shall be
                    zero.

                


        

         

        
          	
                  (B)    
                         

                	
                  “Return
                    Amount” has the meaning specified in Paragraph 3(b), except
                    that:

                


        

         

        
          	
                   

                	
                  (I)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                    replaced with the following:

                


        

         

        “The
          “Return Amount” applicable to the Secured Party for
          any Valuation Date will equal the least of

         

        
          	
                   

                	
                  (1)

                	
                  the
                    amount by which (a) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    Moody’s
                    Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	
                   

                	
                   (II)

                	
                  in
                    no event shall the Secured Party be required to Transfer any
                    Posted Credit
                    Support under Paragraph 3(b) if, immediately following such transfer,
                    the
                    Delivery Amount would be greater than
                    zero.

                


        

         

        
          	
                  (C)     
                         

                	
                  “Credit
                    Support Amount” shall not apply.  For purposes of
                    calculating any Delivery Amount or Return Amount for any Valuation
                    Date,
                    reference shall be made to the S&P Credit Support Amount or the
                    Moody’s Credit Support Amount, in each case for such Valuation Date,
                    as
                    provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        


         

        
          	
                  (ii)         
                      

                	
                  Eligible
                    Collateral.

                


        

         

        On
          any
          date, the items set forth on the schedule of Eligible Collateral attached
          as
          Schedule A hereto will qualify as “Eligible
          Collateral” (for the avoidance of doubt, all Eligible Collateral
          to be denominated in USD).

         

        
          	
                  (iii)        
                     

                	
                  Other
                    Eligible Support.

                


        

         

        The
          following items will qualify as “Other Eligible
          Support” for the party specified:

         

        Not
          applicable.

         

        
          	
                  (iv)         

                	
                  Threshold.

                


        

         

        
          	
                  (A)     
                      

                	
                  “Independent
                    Amount” means zero with respect to Party A and Party
                    B.

                


        

         

        
          	
                  (B)      
                      

                	
                   “Moody’s
                    Threshold” means, with respect to Party A and any Valuation
                    Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                    continuing and such Moody’s First Trigger Downgrade Event has been
                    continuing (i) for at least 30 Local Business Days or (ii) since
                    this
                    Annex was executed, zero; otherwise,
                    infinity.

                


        

         

        “S&P
          Threshold” means, with respect to Party A and any Valuation Date,
          if  an S&P Approved Ratings Downgrade Event has occurred and is
          continuing and such S&P Approved Ratings Downgrade Event has been continuing
          (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
          zero; otherwise, infinity.

         

        
          	 	
                  “Threshold”
                    means, with respect to Party B and any Valuation Date,
                    infinity.

                


        

         

        
          	
                  (C)     
                      

                	
                  “Minimum
                    Transfer Amount” means USD 100,000 with respect to Party A
                    and Party B; provided, however, that if the aggregate Certificate
                    Principal Balance of any Certificates and the aggregate principal
                    balance
                    of any Notes rated by S&P is at the time of any transfer less than USD
                    50,000,000, the “Minimum Transfer Amount” shall
                    be USD 50,000.

                


        

         

        
          	
                  (D)        

                	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 10,000.

                


        

         

        
          	
                  (c)  

                	
                  Valuation
                    and Timing.

                


        

         

        
          	
                  (i)         
                      

                	
                  “Valuation
                    Agent” means Party A; provided, however, that if an Event
                    of
                    Default shall have occurred with respect to which Party A is
                    the
                    Defaulting Party, Party B shall have the right to designate as
                    Valuation
                    Agent an independent party, reasonably acceptable to Party A,
                    the cost for
                    which shall be borne by Party A.  All calculations by the
                    Valuation Agent must be made in accordance with standard market
                    practice,
                    including, in the event of a dispute as to the Value of any Eligible
                    Credit Support or Posted Credit Support, by making reference
                    to quotations
                    received by the Valuation Agent from one or more Pricing
                    Sources.

                


        

         

        
          	
                  (ii)       
                      

                	
                  “Valuation
                    Date” means the first Local Business Day in each week]
                    on
                    which any of the S&P Threshold or the Moody’s Threshold
                    is  zero.

                


        

         

        
          	
                  (iii)      
                      

                	
                  “Valuation
                    Time” means the close of business in the city of the
                    Valuation Agent on the Local Business Day immediately preceding
                    the
                    Valuation Date or date of calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date.  The Valuation
                    Agent will notify each party (or the other party, if the Valuation
                    Agent
                    is a party) of its calculations not later than the Notification
                    Time on
                    the applicable Valuation Date (or in the case of Paragraph 6(d),
                    the Local
                    Business Day following the day on which such relevant calculations
                    are
                    performed).”

                


        

         

        
          	
                  (iv)      
                      

                	
                  “Notification
                    Time” means 11:00 a.m., New York time, on a Local Business
                    Day.

                


        

         

        
          	
                  (d)  

                	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.  The following Termination Events will
                    be a “Specified Condition” for the party
                    specified (that party being the Affected Party if the Termination
                    Event
                    occurs with respect to that party):  With respect to Party A:
                    any Additional Termination Event with respect to which Party
                    A is the sole
                    Affected Party.  With respect to Party B:
                    None.

                


        

         

        
          	
                  (e)  

                	
                  Substitution.

                


        

         

        
          	
                  (i)        
                      

                	
                  “Substitution
                    Date” has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	
                  (ii)       
                      

                	
                  Consent.  If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph
                    4(d):  Inapplicable.

                


        

         

        
          	
                  (f)  

                	
                  Dispute
                    Resolution.

                


        

         

        
          	
                  (i)        
                      

                	
                  “Resolution
                    Time” means 1:00 p.m. New York time on the Local Business
                    Day following the date on which the notice of the dispute is
                    given under
                    Paragraph 5.

                


        

         

        
          	
                  (ii)       
                      

                	
                  Value.  Notwithstanding
                    anything to the contrary in Paragraph 12, for the purpose of
                    Paragraphs
                    5(i)(C) and 5(ii), the S&P Value and, Moody’s Value, on any date, of
                    Eligible Collateral will be calculated as
                    follows:

                


        

         

        For
          Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the
          sum of
          (A) the product of (1)(x) the bid price at the Valuation Time for such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the bid price for such securities quoted at the Valuation
          Time by any principal market maker for such securities selected by the
          Valuation
          Agent, or (z) if no such bid price is listed or quoted for such date, the
          bid
          price listed or quoted (as the case may be) at the Valuation Time for the
          day
          next preceding such date on which such prices were available and (2) the
          applicable Valuation Percentage for such Eligible Collateral, and (B) the
          accrued interest on such securities (except to the extent Transferred to
          the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in the immediately preceding clause (A)) as of such
          date.

         

        For
          Cash,
          the amount thereof multiplied, in the case of the S&P Value, by the
          applicable S&P Valuation Percentage.

         

        
          	
                  (iii)        
                      

                	
                  Alternative.  The
                    provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	
                  (g)  

                	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	
                  (i)   
                            

                	
                  Eligibility
                    to Hold Posted Collateral; Custodians.  Party
                    B (or any
                    Custodian) will be entitled to hold Posted Collateral pursuant
                    to
                    Paragraph 6(b).

                


        

         

        Party
          B
          may appoint as Custodian (A) the entity then serving as Cap Trustee or
          (B) any
          entity other than the entity then serving as Cap Trustee if such other
          entity
          (or, to the extent applicable, its parent company or credit support provider)
          shall then have credit ratings from S&P at least equal to the Custodian
          Required Rating Threshold.  If at any time the Custodian does not have
          credit ratings from S&P at least equal to the Custodian Required Rating
          Threshold, the Cap Trustee must within 60 days obtain a replacement Custodian
          with credit ratings from S&P at least equal to the Custodian Required Rating
          Threshold.

         

        Initially,
          the Custodian for Party B is: the Cap Trustee.

         

        
          	
                  (ii)        
                      

                	
                  Use
                    of Posted Collateral.  The provisions of Paragraph
                    6(c) will not apply to Party B or its Custodian; provided, however,
                    that
                    if Party A delivers Posted Collateral in book-entry form, then
                    Paragraph
                    6(c)(ii) will apply to Party B and its Custodian, and Party B
                    and its
                    Custodian shall have the rights specified in Paragraph
                    6(c)(ii).

                


        

         

        
          	
                  (h)  

                	
                  Distributions
                    and Interest Amount.

                


        

         

        
          	
                  (i)          
                     

                	
                  Interest
                    Rate.  The “Interest
                    Rate” will be the actual interest rate earned on Posted
                    Collateral in the form of Cash that is held by Party B or its
                    Custodian.  Posted Collateral in the form of Cash shall be
                    invested in such overnight (or redeemable within two Local Business
                    Days
                    of demand) Permitted Investments (as defined, for the purposes
                    of this
                    Paragraph 13(h)(i), in the Pooling and Servicing Agreement) rated
                    at least
                    (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by
                    Moody’s, as directed by Party A (unless (x) an Event of Default or
                    an
                    Additional Termination Event has occurred with respect to which
                    Party A is
                    the defaulting or sole Affected Party or (y) an Early Termination
                    Date has
                    been designated, in which case such Posted Collateral shall be
                    held
                    uninvested).  Gains and losses incurred in respect of any
                    investment of Posted Collateral in the form of Cash in Permitted
                    Investments as directed by Party A shall be for the account of
                    Party
                    A.

                


        

         

        
          	
                  (ii)        
                     

                	
                  Transfer
                    of Interest Amount. The Transfer of the Interest Amount will
                    be made on the second Local Business Day following the end of
                    each
                    calendar month and on any other Local Business Day on which Posted
                    Collateral in the form of Cash is Transferred to the Pledgor
                    pursuant to
                    Paragraph 3(b); provided, however, that the obligation of Party
                    B to
                    Transfer any Interest Amount to Party A shall be limited to the
                    extent
                    that Party B has earned and received such funds and such funds
                    are
                    available to Party B.  The last sentence of Paragraph 6(d)(ii)
                    is hereby amended by adding the words “actually received by Party B but”
                    after the words “Interest Amount or portion
                    thereof”.

                


        

         

        
          	
                  (iii)       
                     

                	
                  Alternative
                    to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
                    amended herein) will apply.

                


        

         

        
          	
                  (iv)      
                     

                	
                  Distributions.  Paragraph
                    6(d)(i) shall be deleted in its entirety and replaced with the
                    following:

                


        

         

        “Distributions.  Subject
          to Paragraph 4(a), if Party B receives Distributions on a Local Business
          Day, it
          will Transfer to Party A not later than the following Local Business Day
          any
          Distributions it receives to the extent that a Delivery Amount would not
          be
          created or increased by that Transfer, as calculated by the Valuation Agent
          (and
          the date of calculation will be deemed to be a Valuation Date for this
          purpose).”

         

        
          	
                  (i)  

                	
                  Additional
                    Representation(s).  There are no additional
                    representations by either party.

                


        

         

        
          	
                  (j)  

                	
                  Other
                    Eligible Support and Other Posted
                    Support.

                


        

         

        
          	
                  (i)            

                	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	
                  (ii)           
                    

                	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	
                  (k)  

                	
                  Demands
                    and Notices.All demands, specifications and notices under
                    this Annex will be made pursuant to the Notices Section of this
                    Agreement,
                    except that any demand, specification or notice shall be given
                    to or made
                    at the following addresses, or at such other address as the relevant
                    party
                    may from time to time designate by giving notice (in accordance
                    with the
                    terms of this paragraph) to the other
                    party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B or Party B’s Custodian, at the address specified pursuant to the Notices
          Section of this Agreement.

         

        
          	
                  (l)  

                	
                  Address
                    for Transfers.  Each Transfer hereunder shall be
                    made to the address specified below or to an address specified
                    in writing
                    from time to time by the party to which such Transfer will be
                    made.

                


        

         

        Party
          A
          account details for holding collateral

         

        SWIFT:                              CHASUS33

        Account
          of:                      
Swiss Re Financial Products

        Account
          No.:                    066
          911184

        ABA#:                               021000021

         

        Party
          B
          account details for holding collateral

         

        Citibank,
          N.A.

        ABA#021000089

        Account
          No. 3617-2242

        Acct
          Name: Structured Finance
          Incoming Wire Account

        Ref:
          CMLTI 2007-WFHE3 Cap Collateral
          Account A/C# 106767

         

        
          	
                  (m)  

                	
                  Other
                    Provisions.

                


        

         

        
          	
                  (i)        
                      

                	
                  Collateral
                    Account.  Party B shall open and maintain a
                    segregated account, and hold, record and identify all Posted
                    Collateral in
                    such segregated account.

                


        

         

        
          	
                  (ii)          

                	
                  Agreement
                    as to Single Secured Party and Single Pledgor. Party A and
                    Party B hereby agree that, notwithstanding anything to the contrary
                    in
                    this Annex, (a) the term “Secured Party” as used in this Annex means only
                    Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                    (c) only Party A makes the pledge and grant in Paragraph 2, the
                    acknowledgement in the final sentence of Paragraph 8(a) and the
                    representations in Paragraph 9.

                


        

         

        
          	
                  (iii)         

                	
                  Calculation
                    of Value.  Paragraph 4(c) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value and a Moody’s Value” and (B) deleting the words “the Value” and
                    inserting in lieu thereof “S&P Value and Moody’s
                    Value”.  Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value or
                    Moody’s Value”.  Paragraph 5(i) (flush language) is hereby
                    amended by deleting the word “Value” and inserting in lieu thereof
                    “S&P Value and Moody’s Value”.  Paragraph 5(i)(C) is hereby
                    amended by deleting the word “the Value, if” and inserting in lieu thereof
                    “any one or more of the S&P Value or Moody’s Value, as may
                    be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                    first instance of the words “the Value” and inserting in lieu thereof “any
                    one or more of the S&P Value or Moody’s Value” and (2) deleting the
                    second instance of the words “the Value” and inserting in lieu thereof
                    “such disputed S&P Value or Moody’s Value”.  Each of
                    Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
                    deleting
                    the word “Value” and inserting in lieu thereof “least of the S&P Value
                    and Moody’s Value”.

                


        

         

        
          	
                  (iv)         

                	
                  Form
                    of Annex. Party A and Party B hereby
                    agree that the text of Paragraphs 1 through 12, inclusive, of
                    this Annex
                    is intended to be the printed form of ISDA Credit Support Annex
                    (Bilateral
                    Form - ISDA Agreements Subject to New York Law Only version)
                    as published
                    and copyrighted in 1994 by the International Swaps and Derivatives
                    Association, Inc.

                


        

         

        
          	
                  (v)        
                     

                	
                  Events
                    of Default.  Paragraph 7 will not apply to cause
                    any Event of Default to exist with respect to Party B except
                    that
                    Paragraph 7(i) will apply to Party B solely in respect of Party
                    B’s
                    obligations under Paragraph 3(b) of the Credit Support
                    Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if a Moody’s Second Trigger Downgrade Event
                    has occurred and is continuing and at least 30 Local Business
                    Days have
                    elapsed since such Moody’s Second Trigger Downgrade Event first
                    occurred.

                


        

         

        
          	
                  (vi)         

                	
                  Expenses.  Notwithstanding
                    anything to the contrary in Paragraph 10, the Pledgor will be
                    responsible
                    for, and will reimburse the Secured Party for, all transfer and
                    other
                    taxes and other costs involved in maintenance and any Transfer
                    of Eligible
                    Collateral.

                


        

         

        
          	
                  (vii)        

                	
                  Withholding.  Paragraph
                    6(d)(ii) is hereby amended by inserting immediately after “the Interest
                    Amount” in the fourth line thereof  the words “less any
                    applicable withholding taxes.”

                


        

         

         (viii)      
           Additional Definitions.  As used in
          this Annex:

         

        “Custodian
          Required Rating Threshold” means, with respect to an entity, a
          short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
          if such entity does not have a short-term unsecured and unsubordinated
          debt
          rating from S&P, a long-term unsecured and unsubordinated debt rating or
          counterparty rating from S&P of “A+”.

         

        “DV01”
          means, with respect to a Transaction and any date of determination, the
          estimated change in the Secured Party’s Transaction Exposure with respect to
          such Transaction that would result from a one basis point change in the
          relevant
          swap curve on such date, as determined by the Valuation Agent in good faith
          and
          in a commercially reasonable manner in accordance with the relevant methodology
          customarily used by the Valuation Agent.  The Valuation Agent shall,
          upon request of Party B, provide to Party B a statement showing in reasonable
          detail such calculation.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that (1) after the word
          “Agreement” the words “(assuming, for this purpose only, that Part
          1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
          of the definition of Exposure, the words “with terms that are, in all material
          respects, no less beneficial for Party B than those of this Agreement” shall be
          added.

         

        “Local
          Business Day” means, for purposes of this Annex: any day on which
          (A) commercial banks are open for business (including dealings in foreign
          exchange and foreign currency deposits) in New York and the location of
          Party A,
          Party B and any Custodian, and (B) in relation to a Transfer of Eligible
          Collateral, any day on which the clearance system agreed between the parties
          for
          the delivery of Eligible Collateral is open for acceptance and execution
          of
          settlement instructions (or in the case of a Transfer of Cash or other
          Eligible
          Collateral for which delivery is contemplated by other means a day on which
          commercial banks are open for business (including dealings in foreign exchange
          and foreign deposits) in New York and the location of Party A, Party B
          and any
          Custodian.

         

        “Moody’s
          Credit Support Amount” means, for any Valuation Date:

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, an amount
                    equal to the greater of (x) zero and (y) the sum of the Secured
                    Party’s
                    Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                    all Transactions and such Valuation
                    Date;

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and a Moody’s Second
                    Trigger Downgrade Event has occurred and is continuing and at
                    least 30
                    Local Business Days have elapsed since such Moody’s Second Trigger
                    Downgrade Event first occurred, an amount equal to the greatest
                    of (x)
                    zero, (y) the aggregate amount of the Next Payments for all Next
                    Payment
                    Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                    of Moody’s Second Trigger Additional Amounts for all Transactions and
                    such
                    Valuation Date; or

                


        

         

        
          	
                   

                	
                  (C)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “Moody’s
          First Trigger Additional Amount” means, for
          any Valuation Date and any Transaction,

         

        the
          least
          of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01 for
          such Transaction and such Valuation Date, (y) the product of (i) Moody’s First
          Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for
          such
          Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and
          (iii) the Notional Amount for such Transaction for the Calculation Period
          for
          such Transaction (each as defined in the related Confirmation) which includes
          such Valuation Date, and (z) the product of (i) the applicable Moody’s First
          Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for
          such
          Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and
          (iii) the Notional Amount for such Transaction for the Calculation Period
          for
          such Transaction (each as defined in the related Confirmation) which includes
          such Valuation Date

         

        “Moody’s
          First Trigger Downgrade Event” means that no Relevant Entity has
          credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
          Threshold.

         

        “Moody’s
          First Trigger DV01 Multiplier” means 25.

         

        “Moody’s
          First Trigger Notional Amount Multiplier” means 4%.

         

         “Moody’s
          Second Trigger Additional Amount” means, for any Valuation Date
          and any Transaction,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    such Transaction is not a Transaction-Specific Hedge, the lesser
                    of (i)
                    the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                    such Transaction and such Valuation Date and (ii) the product
                    of (1) the
                    Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                    if any, for such Transaction, or, if no Scale Factor is applicable
                    for
                    such Transaction, one, and (3) the Notional Amount for such Transaction
                    for the Calculation Period of such Transaction (each as defined
                    in the
                    related Confirmation) which includes such Valuation Date;
                    or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    such Transaction is a Transaction-Specific Hedge, the lesser
                    of (i) the
                    product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                    Multiplier and DV01 for such Transaction and such Valuation Date
                    and (ii)
                    the Scale Factor, if any, for such Transaction, or, if no Scale
                    Factor is
                    applicable for such Transaction, one, and (iii) the product of
                    the Moody’s
                    Second Trigger Transaction-Specific Hedge Notional Amount Multiplier
                    and
                    the Notional Amount for such Transaction for the Calculation
                    Period for
                    such Transaction (each as defined in the related Confirmation)
                    which
                    includes such Valuation Date.

                


        

         

        “Moody’s
          Second Trigger DV01 Multiplier” means 60.

         

        “Moody’s
          Second Trigger Notional Amount Multiplier” means 9%.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier” means 11%.

         

        “Moody’s
          Valuation Percentage” means, with respect to a Valuation Date and
          each item of Eligible Collateral,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, the
                    corresponding percentage for such Eligible Collateral in the
                    column headed
                    “Moody’s First Trigger Valuation Percentage”,
                    or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, the corresponding percentage
                    for
                    such Eligible Collateral in the column headed “Moody’s Second Trigger
                    Valuation Percentage”.

                


        

         

        “Moody’s
          Value”means, on any Valuation Date with respect to any Eligible
          Collateral the product of (x) the bid price obtained by the Valuation Agent
          and
          (y) the applicable Moody’s Valuation Percentage set forth in Paragraph
          13(b)(ii).

         

        “Next
          Payment” means, in respect of each Next Payment Date, the greater
          of (i) the aggregate amount of any payments due to be made by Party A under
          Section 2(a) on such Next Payment Date less the aggregate amount of any
          payments
          due to be made by Party B under Section 2(a) on such Next Payment Date
          (any such
          payments determined based on rates prevailing the date of determination)
          and
          (ii) zero.

         

        “Next
          Payment Date” means each date on which the next scheduled payment
          under any Transaction is due to be paid.

         

        “Pricing
          Sources” means the sources of financial information commonly known
          as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
          Data
          Services, International Securities Market Association, Merrill Lynch Securities
          Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
          JJ
          Kenny, S&P and Telerate.

         

        “Remaining
          Weighted Average Maturity” means, with respect to a
          Transaction, the expected weighted average maturity for such Transaction
          as
          determined by the Valuation Agent.

         

        “S&P
          Approved Ratings Downgrade Event” means that no Relevant Entity
          has credit ratings from S&P at least equal to the S&P Approved Ratings
          Threshold.

         

        “S&P
          Credit Support Amount” means, for any Valuation Date:

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, an amount
                    equal to
                    the Secured Party’s Exposure;

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is the case
                    that an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, an amount equal
                    to 125% of
                    the Secured Party’s Exposure; or

                


        

         

        
          	
                   

                	
                  (C)

                	
                  if
                    the S&P Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “S&P
          Valuation Percentage” means, with respect to a Valuation Date and
          each item of Eligible Collateral,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that a S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Approved Ratings Valuation Percentage”
or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Required Ratings Valuation
                    Percentage”.

                


        

         

        “S&P
          Value” means, on any Valuation Date with respect to any Eligible
          Collateral, (A) in the case of Eligible Collateral other than Cash, the
          product
          of (x) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
          Collateral set forth in paragraph 13(b)(ii) and (B) in the case of Cash,
          the
          amount thereof  multiplied by the applicable S&P Valuation
          Percentage.

         

        “Transaction
          Exposure” means, for any Transaction, Exposure determined as if
          such Transaction were the only Transaction between the Secured Party and
          the
          Pledgor.

         

        “Transaction-Specific
          Hedge” means any Transaction that is (i) an interest rate swap in
          respect of which (x) the notional amount of the interest rate swap is “balance
          guaranteed” or (y) the notional amount of the interest rate swap for any
          Calculation Period (as defined in the related Confirmation) otherwise is
          not a
          specific dollar amount that is fixed at the inception of the Transaction,
          (ii)
          an interest rate cap, (iii) an interest rate floor or (iv) an interest
          rate
          swaption.

         

        “Valuation
          Percentage” shall mean, for purposes of determining the S&P
          Value or Moody’s Value with respect to  any Eligible Collateral or
          Posted Collateral, the applicable S&P Valuation Percentage or Moody’s
          Valuation Percentage for such Eligible Collateral or Posted Collateral,
          respectively, in each case as set forth in Paragraph 13(b)(ii).

         

        “Value”
          shall mean, in respect of any date, the related S&P Value and the related
          Moody’s Value.

         

         

        [Remainder
          of this page intentionally left blank]

         

        Table
          1

         

        Moody’s
          First Trigger Factor

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.25%

                
	
                  More
                    than 1 but not more than 2

                	
                  0.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  0.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  1.00%

                
	
                  More
                    than 4 but not more than 5

                	
                  1.20%

                
	
                  More
                    than 5 but not more than 6

                	
                  1.40%

                
	
                  More
                    than 6 but not more than 7

                	
                  1.60%

                
	
                  More
                    than 7 but not more than 8

                	
                  1.80%

                
	
                  More
                    than 8 but not more than 9

                	
                  2.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  2.20%

                
	
                  More
                    than 10 but not more than 11

                	
                  2.30%

                
	
                  More
                    than 11 but not more than 12

                	
                  2.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  2.70%

                
	
                  More
                    than 13 but not more than 14

                	
                  2.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  3.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  3.20%

                
	
                  More
                    than 16 but not more than 17

                	
                  3.30%

                
	
                  More
                    than 17 but not more than 18

                	
                  3.50%

                
	
                  More
                    than 18 but not more than 19

                	
                  3.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  3.70%

                
	
                  More
                    than 20 but not more than 21

                	
                  3.90%

                
	
                  More
                    than 21 but not more than 22

                	
                  4.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  4.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  4.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  4.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  4.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  4.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  4.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  4.00%

                
	
                  More
                    than 29

                	
                  4.00%]

                


        

        


         

        Table
          2

         

        Moody’s
          Second Trigger Factor for Interest Rate Swaps with Fixed Notional
          Amounts


         

        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.60%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.20%

                
	
                  More
                    than 2 but not more than 3

                	
                  1.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.30%

                
	
                  More
                    than 4 but not more than 5

                	
                  2.80%

                
	
                  More
                    than 5 but not more than 6

                	
                  3.30%

                
	
                  More
                    than 6 but not more than 7

                	
                  3.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  4.30%

                
	
                  More
                    than 8 but not more than 9

                	
                  4.80%

                
	
                  More
                    than 9 but not more than 10

                	
                  5.30%

                
	
                  More
                    than 10 but not more than 11

                	
                  5.60%

                
	
                  More
                    than 11 but not more than 12

                	
                  6.00%

                
	
                  More
                    than 12 but not more than 13

                	
                  6.40%

                
	
                  More
                    than 13 but not more than 14

                	
                  6.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  7.20%

                
	
                  More
                    than 15 but not more than 16

                	
                  7.60%

                
	
                  More
                    than 16 but not more than 17

                	
                  7.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  8.30%

                
	
                  More
                    than 18 but not more than 19

                	
                  8.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  9.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  9.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  9.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  9.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  9.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  9.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  9.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  9.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  9.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  9.00%

                
	
                  More
                    than 29

                	
                  9.00%]

                


        

        


         

        Table
          3

         

        Moody’s
          Second Trigger Factor for Transaction-Specific Hedges

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.75%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  2.20%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.90%

                
	
                  More
                    than 4 but not more than 5

                	
                  3.60%

                
	
                  More
                    than 5 but not more than 6

                	
                  4.20%

                
	
                  More
                    than 6 but not more than 7

                	
                  4.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  5.40%

                
	
                  More
                    than 8 but not more than 9

                	
                  6.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  6.60%

                
	
                  More
                    than 10 but not more than 11

                	
                  7.00%

                
	
                  More
                    than 11 but not more than 12

                	
                  7.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  8.00%

                
	
                  More
                    than 13 but not more than 14

                	
                  8.50%

                
	
                  More
                    than 14 but not more than 15

                	
                  9.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  9.50%

                
	
                  More
                    than 16 but not more than 17

                	
                  9.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  10.40%

                
	
                  More
                    than 18 but not more than 19

                	
                  10.80%

                
	
                  More
                    than 19 but not more than 20

                	
                  11.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  11.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  11.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  11.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  11.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  11.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  11.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  11.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  11.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  11.00%

                
	
                  More
                    than 29

                	
                  11.00%]

                


        

        


         

        Schedule
          A to Paragraph 13(b)(ii)

         

        Eligible
          Collateral and Valuation Percentages

         

        
          	
                  ISDA
                    Collateral

                   Asset
                    Definition

                   (ICAD)
                    Code

                	
                  Remaining

                   Maturity
                    in

                   Years

                	
                  S&P

                   Approved

                   Ratings

                  Valuation

                  Percentage

                	
                  S&P

                   Required

                   Ratings

                  Valuation

                  Percentage

                	
                  Moody’s

                  First
                    

                  Trigger
                    

                  Valuation
                    

                  Percentage

                	
                  Moody’s

                  Second
                    

                  Trigger

                  Valuation

                  Percentage

                	
                  Fitch/

                  DBRS

                  Valuation

                  Percentage

                
	
                  (A)  US-CASH

                	
                  N/A

                	
                  100%

                	
                  80%

                	
                  100%

                	
                  100%

                	
                  100%

                
	 	 	 	 	 	 	 
	
                  (B)  US-TBILL

                  US-TNOTE

                  US-TBOND

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  100%

                	
                  98.6%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  99%

                	
                  97.3%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  98%

                	
                  95.8%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  97%

                	
                  93.8%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  95%

                	
                  91.4%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                	
                  90.3%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  87.9%

                	
                  70.32%

                	
                  100%

                	
                  89%

                	
                  86.9%

                
	 	
                  More
                    than 20

                	
                  84.6%

                	
                  67.6%

                	
                  100%

                	
                  87%

                	
                  84.6%

                
	
                   

                  (C)  US-GNMA

                  US-FNMA

                  US-FHLMC

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  99%

                	
                  98.0%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  98%

                	
                  96.8%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  97%

                	
                  96.3%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  96%

                	
                  92.5%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                	
                  90.3%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                	
                  86.9%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  82.6%

                	
                  66.0%

                	
                  100%

                	
                  88%

                	
                  81.6%

                
	 	
                  More
                    than 20

                	
                  77.9%

                	
                  62.3%

                	
                  100%

                	
                  86%

                	
                  77.9%

                
	
                  Other
                    items not listed above

                	 	
                  0%

                	 	
                  0%

                	
                  0%

                	
                  0%

                


        

        


         

        IN
          WITNESS WHEREOF, the parties have
          executed this Annex by their duly authorized representatives as of the
          date of
          the Agreement.

         

        
          	
                  SWISS
                    RE FINANCIAL PRODUCTS

                  CORPORATION

                	 	
                  CITIBANK,
                    N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON BEHALF OF
                    THE CAP
                    TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE3,
                    ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
                    2007-WFHE3

                	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                	 	By:	
                	 
	 	
                  Name

                	 	 	
                  Name:

                	 
	 	
                  Title:

                	 	 	
                  Title:

                	 
	 	
                  Date:

                	 	 	
                  Date:

                	 


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        J

      


      FORM
        OF
        CAP ADMINISTRATION AGREEMENT

       

      
        CAP
          ADMINISTRATION AGREEMENT

         

        This
          Cap
          Administration Agreement, dated as of June 25, 2007 (this “Agreement”), among Citibank, N.A. (“Citibank”), as
          cap trustee for the cap trust (in such capacity, the “Cap Trustee”), as trust
          administrator (in such capacity, the “Trust Administrator”) and as cap
          administrator (in such capacity, the “Cap Administrator”) and Citigroup Global
          Markets Realty Corp. (“CGMRC”), as majority holder of the Class CE Certificates,
          or its designee.

         

        WHEREAS,
          the Cap Trustee, on behalf of a separate trust established hereunder which
          holds
          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 June
          1,
          2007 (the “Pooling and Servicing Agreement”), among Citigroup Mortgage Loan
          Trust Inc., as Depositor, Wells Fargo Bank, N.A., as servicer, the Trust
          Administrator and U.S. Bank National Association (the “Trustee”) relating to the
          Citigroup Mortgage Loan Trust 2007-WFHE3 (the “Trust”), Asset-Backed
          Pass-Through Certificates, Series 2007-WFHE3 (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 Trustee and 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.

         

        
          	
                  CITIBANK,
                    N.A., as Cap Trustee

                   

                
	
                  By:

                	 
	
                  Name:

                
	
                  Title:

                   

                
	 
	
                   

                  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:

                   

                


        

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          A

         

        CAP
          AGREEMENT

         

        


 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        K

      


      FORM
        OF
        INTEREST RATE SWAP AGREEMENT

       

      
 

        
          
            
              
                	DATE:	 	
                        June
                          25, 2007

                      
	 	 	 
	
                        TO:

                      	 	
                        Citibank,
                          N.A., not individually, but solely as Supplemental Interest
                          Trust Trustee
                          on behalf of the Supplemental Interest Trust with respect
                          to the Citigroup
                          Mortgage Loan Trust 2007-WFHE3, Asset-Backed Pass-Through
                          Certificates,
                          Series 2007-WFHE3

                        c/o
                          Citibank,
                          N.A.

                        Valerie
                          Delgado

                        388
                          Greenwich St., 14th
                          Floor

                        New
                          York,
                          NY  10013

                        Phone:
                          (949) 250-6464

                        Fax:
                          (949) 250-6450

                      
	 	 	 
	
                        FROM:

                      	 	Swiss
                        Re Financial Products Corporation
	 	 	 
	SUBJECT:	 	Fixed
                        Income Derivatives Confirmation
	 	 	 
	
                        REFERENCE
                          NUMBER:

                      	 	SRFP
                        Ref: 1536048


              

            

          

          
          

           

          The
            purpose of this long-form confirmation (“Long-form
            Confirmation”) is to confirm the terms and conditions
            of the current Transaction entered into on the Trade Date specified below
            (the
“Transaction”) between Swiss Re Financial Products
            Corporation (“Party
            A”) and
            Citibank, N.A., not individually, but solely as supplemental
            interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
            the supplemental interest trust with respect to the Citigroup Mortgage
            Loan
            Trust 2007-WFHE3, Asset-Backed Pass-Through Certificates, Series 2007-WFHE3
            (the
“Supplemental Interest Trust”) (“Party B”) created under the
            Pooling and Servicing Agreement, dated as of June 1, 2007, among Citigroup
            Mortgage Loan Trust Inc. (the “Depositor”), Wells Fargo Bank, N.A. (the
“Servicer”), Citibank, N.A. (the “Trust Administrator”), and U.S. Bank National
            Association (the “Trustee”) (the “Pooling and
            Servicing Agreement”).  This Long-form Confirmation evidences
            a complete and binding agreement between you and us to enter into the
            Transaction on the terms set forth below and replaces any previous agreement
            between us with respect to the subject matter hereof.  Item 2 of this
            Long-form Confirmation constitutes a “Confirmation” as referred
            to in the ISDA Master Agreement (defined below); Item 3 of this Long-form
            Confirmation constitutes a “Schedule” as referred to in the
            ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of
            a Credit
            Support Annex to the Schedule.

          


          
            	
                    Item
                      1.

                  	
                    The
                      Confirmation set forth at Item 2 hereof shall supplement, form
                      a part of,
                      and be subject to an agreement in the form of the ISDA Master
                      Agreement
                      (Multicurrency - Cross Border) as published and copyrighted
                      in 1992 by the
                      International Swaps and Derivatives Association, Inc. (the
“ISDA
                      Master Agreement”), as if Party A and Party B had executed an
                      agreement in such form on the date hereof, with a Schedule
                      as set forth in
                      Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                      Annex
                      (Bilateral Form - ISDA Agreements Subject to New York Law Only
                      version) as
                      published and copyrighted in 1994 by the International Swaps
                      and
                      Derivatives Association, Inc., with Paragraph 13 thereof as
                      set forth in
                      Annex A hereto (the “Credit Support
                      Annex”).  For the avoidance of doubt, the Transaction
                      described herein shall be the sole Transaction governed by
                      such ISDA
                      Master Agreement.

                  


          

          


          
            	
                    Item
                      2.

                  	
                    The
                      terms of the particular Transaction to which this Confirmation
                      relates are
                      as follows:

                  


          

          


          
            
              	 	
                      Type
                        of Transaction: 

                    	 	
                      Interest
                        Rate Swap

                    
	 	 	 	 	 
	 	
                      Notional
                        Amount: 

                    	 	
                      With
                        respect to any Calculation Period, the amount set forth for
                        such
                        Calculation Period on Schedule I attached hereto.

                    
	 	 	 	 	 
	 	
                      Trade
                        Date: 

                    	 	
                      June
                        6, 2007

                    
	 	 	 	 	 
	 	
                      Effective
                        Date: 

                    	 	
                      June
                        25, 2008

                    
	 	 	 	 	 
	 	
                      Termination
                        Date: 

                    	 	
                      September
                        25, 2012, subject to adjustment in accordance with the Business
                        Day
                        Convention; provided, however, that for the purpose of determining
                        the
                        final Fixed Rate Payer Period End Date, Termination Date
                        shall be subject
                        to No Adjustment.

                    
	 	 	 	 	 
	 	
                      Fixed
                        Amounts: 

                    	 	 
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Payer:

                    	 	
                      Party
                        B

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Payer

                    	 	 
	 	 	
                      Period
                        End Dates:

                    	 	
                      The
                        25th
                        calendar day of each month during the Term of this Transaction,
                        commencing
                        July 25, 2008, and ending on the Termination Date, with No
                        Adjustment.

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Payer

                    	 	 
	 	 	
                      Payment
                        Dates:

                    	 	
                      Early
                        Payment shall be applicable.  The Fixed Rate Payer Payment Date
                        shall be two (2) Business Day preceding each Fixed Rate Payer
                        Period End
                        Date.

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate:

                    	 	
                      5.338%

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Amount:

                    	 	
                      To
                        be determined in accordance with the following formula:

                    
	 	 	 	 	 
	 	 	 	 	
                      Scale
                        Factor*Fixed Rate*Notional Amount*Fixed Rate Day Count
                        Fraction

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Day

                    	 	 
	 	 	
                      Count
                        Fraction:

                    	 	
                      30/360

                    
	 	 	 	 	 
	 	
                      Floating
                        Amounts: 

                    	 	 
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer:

                    	 	
                      Party
                        A

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer

                    	 	 
	 	 	
                      Period
                        End Dates:

                    	 	
                      The
                        25th
                        calendar day of each month during the Term of this Transaction,
                        commencing
                        July 25, 2008, and ending on the Termination Date, subject
                        to adjustment
                        in accordance with the Business Day Convention.

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer

                    	 	 
	 	 	
                      Payment
                        Dates:

                    	 	
                      Early
                        Payment shall be applicable.  The Floating Rate Payer Payment
                        Date shall be two (2) Business Day preceding each Floating
                        Rate Payer
                        Period End Date.

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Option:

                    	 	
                      USD-LIBOR-BBA

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Amount:

                    	 	
                      To
                        be determined in accordance with the following formula:

                    
	 	 	 	 	 
	 	 	 	 	
                      Scale
                        Factor*Floating Rate Option*Notional Amount*Floating Rate
                        Day Count
                        Fraction

                    
	 	 	 	 	 
	 	 	
                      Designated
                        Maturity:

                    	 	
                      One
                        month

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Day

                    	 	 
	 	 	
                      Count
                        Fraction:

                    	 	
                      Actual/360

                    
	 	 	 	 	 
	 	 	
                      Scale
                        Factor

                    	 	
                      250

                    
	 	 	 	 	 
	 	 	
                      Reset
                        Dates:

                    	 	
                      The
                        first day of each Calculation Period.

                    
	 	 	 	 	 
	 	 	
                      Compounding:

                    	 	
                      Inapplicable

                    
	 	 	 	 	 
	 	 	
                      Business
                        Days:

                    	 	
                      New
                        York

                    
	 	 	 	 	 
	 	 	
                      Business
                        Day Convention:

                    	 	
                      Following

                    


            

          

           

           

          Item
            3.                      Provisions
            Deemed Incorporated in a Schedule to the ISDA Master Agreement:

          


          
            	
                    Part
                      1.

                  	
                    Termination
                      Provisions.

                  


          

          


          For
            the
            purposes of this Agreement:-

           

          (a)           “Specified
            Entity” will not apply to Party A or Party B for any
            purpose.

          


          
            	
                    (b)

                  	
                    “Specified
                      Transaction” will have the meaning specified in Section
                      14.

                  


          

          


          
            	
                    (c)

                  	
                    Events
                      of Default.

                  


          

          


          The
            statement below that an Event of Default will apply to a specific party
            means
            that upon the occurrence of such an Event of Default with respect to
            such party,
            the other party shall have the rights of a Non-defaulting Party under
            Section 6
            of this Agreement; conversely, the statement below that such event will
            not
            apply to a specific party means that the other party shall not have such
            rights.

          


          
            	
                    (i)          
                       

                  	
                    The
                      “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                      will apply to Party A and will apply to Party B; provided,
                      however,
                      that  Section 5(a)(i) is hereby amended by replacing the word
                      “third” with the word “first”; provided, further, that notwithstanding
                      anything to the contrary in Section 5(a)(i), any failure by
                      Party A to
                      comply with or perform any obligation to be complied with or
                      performed by
                      Party A under the Credit Support Annex shall not constitute
                      an Event of
                      Default under Section 5(a)(i) unless a Moody’s Second Trigger Downgrade
                      Event has occurred and is continuing and at least 30 Local
                      Business Days
                      have elapsed since such Moody’s Second Trigger Downgrade Event first
                      occurred.

                  


          

          


          
            	
                    (ii)           
                      

                  	
                    The
                      “Breach of Agreement” provisions of Section 5(a)(ii) will
                      apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (iii)          
                      

                  	
                    The
                      “Credit Support Default” provisions of Section 5(a)(iii)
                      will apply to Party A and will not apply to Party B except
                      that Section
                      5(a)(iii)(1) will apply to Party B solely in respect of Party
                      B’s
                      obligations under Paragraph 3(b); provided, however, that notwithstanding
                      anything to the contrary in Section 5(a)(iii)(1), any failure
                      by Party A
                      to comply with or perform any obligation to be complied with
                      or performed
                      by Party A under the Credit Support Annex shall not constitute
                      an Event of
                      Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                      Event has occurred and is continuing and at least 30 Local
                      Business Days
                      have elapsed since such Moody’s Second Trigger Downgrade Event first
                      occurred.

                  


          

          


          
            	
                    (iv)          
                      

                  	
                    The
                      “Misrepresentation” provisions of Section 5(a)(iv) will
                      apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (v)           
                      

                  	
                    The
                      “Default under Specified Transaction” provisions of
                      Section 5(a)(v) will apply to Party A and will not apply to
                      Party
                      B.

                  


          

          


          
            	
                    (vi)          

                  	
                    The
                      “Cross Default” provisions of Section 5(a)(vi) will apply
                      to Party A and will not apply to Party B.  For purposes of
                      Section 5(a)(vi), solely with respect to Party
                      A:

                  


          

          


          “Specified
            Indebtedness” will have the meaning specified in Section 14, except that such
            term shall not include insurance contracts entered into in the ordinary
            course
            of Party A’s Credit Support Provider’s insurance business.

          


          “Threshold
            Amount” means with respect to Party A an amount equal to three percent (3%) of
            the shareholders’ equity of Party A or, if applicable, a guarantor under an
            Eligible Guarantee with credit ratings at least equal to the S&P Required
            Ratings Threshold and the Moody’s Second Trigger Threshold, (as shown in the
            most recent annual audited financial statements of such entity determined
            in
            accordance with generally accepted accounting
            principles).

          


          
            	
                    (vii)        

                  	
                    The
                      “Bankruptcy” provisions of Section 5(a)(vii) will apply
                      to Party A and will apply to Party B; provided, however, that,
                      for
                      purposes of applying Section 5(a)(vii) to Party B: (A) Section
                      5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
                      not apply to
                      any assignment, arrangement or composition that is effected
                      by or pursuant
                      to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                      shall not
                      apply to a proceeding instituted, or a petition presented,
                      by Party A or
                      any of its Affiliates (for purposes of Section 5(a)(vii)(4),
                      Affiliate
                      shall have the meaning set forth in Section 14, notwithstanding
                      anything
                      to the contrary in this Agreement), (D) Section 5(a)(vii)(6)
                      shall not
                      apply to any appointment that is effected by or pursuant to
                      the Pooling
                      and Servicing Agreement, or any appointment to which Party
                      B has not yet
                      become subject; (E) Section 5(a)(vii) (7) shall not apply;
                      (F) Section
                      5(a)(vii)(8) shall apply only to the extent of any event which
                      has an
                      effect analogous to any of the events specified in clauses
                      (1), (3), (4),
                      (5) or (6) of Section 5(a)(vii), in each case as modified in
                      this Part
                      1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                      apply.

                  


          

          


          
            	
                    (viii)       

                  	
                    The
                      “Merger Without Assumption” provisions of Section
                      5(a)(viii) will apply to Party A and will  not apply to Party
                      B.

                  


          

          


          (d)           Termination
            Events.

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided, however, with respect to “Illegality” the statement that
            such event will apply to a specific party means that upon the occurrence
            of such
            a Termination Event with respect to such party, either party shall have
            the
            right to designate an Early Termination Date in accordance with Section
            6 of
            this Agreement.

          


          (i)         
              The “Illegality” provisions of Section 5(b)(i) will
            apply to Party A and will apply to Party B.

          


          
            	
                     

                  	
                    (ii)

                  	
                    The
                      “Tax Event” provisions of Section 5(b)(ii) will apply
                      to
                      Party A except that, for purposes of the application of Section
                      5(b)(ii)
                      to Party A, Section 5(b)(ii) is hereby amended by deleting
                      the words “(x)
                      any action taken by a taxing authority, or brought in a court
                      of competent
                      jurisdiction, on or after the date on which a Transaction is
                      entered into
                      (regardless of whether such action is taken or brought with
                      respect to a
                      party to this Agreement) or (y)”, and the “Tax Event”
                      provisions of Section 5(b)(ii) will apply to Party
                      B.

                  


          

          


          
            	
                     

                  	
                    (iii)

                  	
                    The
                      “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                      will apply to Party A and will apply to Party B, provided that
                      Party A
                      shall not be entitled to designate an Early Termination Date
                      by reason of
                      a Tax Event upon Merger in respect of which it is the Affected
                      Party.

                  


          

          


          
            	
                     

                  	
                    (iv)

                  	
                    The
                      “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                      will not apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (e)

                  	
                    The
                      “Automatic Early Termination” provision of Section 6(a)
                      will not apply to Party A and will not apply to Party
                      B.

                  


          

          


          (f)           Payments
            on Early Termination.  For the purpose of Section 6(e) of
            this Agreement:

          


          
            	
                    (i)          
                        

                  	
                    Market
                      Quotation will apply, provided, however, that, notwithstanding
                      anything to
                      the contrary in this Agreement, if an Early Termination Date
                      has been
                      designated as a result of a Derivative Provider Trigger Event,
                      the
                      following provisions will apply:

                  


          

          


          
            	
                     

                  	
                    (A)

                  	
                    The
                      definition of Market Quotation in Section 14 shall be deleted
                      in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Market
            Quotation” means, with respect to one or more Terminated
            Transactions, a Firm Offer which is (1) made by an Eligible Replacement,
            (2) for
            an amount that would be paid to Party B (expressed as a negative number)
            or by
            Party B (expressed as a positive number) in consideration of an agreement
            between Party B and such Eligible Replacement to enter into a Replacement
            Transaction, and (3) made on the basis that Unpaid Amounts in respect
            of the
            Terminated Transaction or group of Transactions are to be excluded but,
            without
            limitation, any payment or delivery that would, but for the relevant
            Early
            Termination Date, have been required (assuming satisfaction of each applicable
            condition precedent) after that Early Termination Date is to be
            included.

          


          
            	
                     

                  	
                    (B)

                  	
                    The
                      definition of Settlement Amount shall be deleted in its entirety
                      and
                      replaced with the following:

                  


          

          


          “Settlement
            Amount” means, with respect to any Early Termination Date, an
            amount (as determined by Party B) equal to:

          


          
            	
                     

                  	
                    (a)

                  	
                    if,
                      on or prior to such Early Termination Date, a Market Quotation
                      for the
                      relevant Terminated Transaction or group of Terminated Transactions
                      is
                      accepted by Party B at the written direction of the Depositor
                      so as to
                      become legally binding, the Termination Currency Equivalent
                      of the amount
                      (whether positive or negative) of such Market
                      Quotation;

                  


          

          


          
            	
                     

                  	
                    (b)

                  	
                    if,
                      on such Early Termination Date, no Market Quotation for the
                      relevant
                      Terminated Transaction or group of Terminated Transactions
                      has been
                      accepted by Party B at the written direction of the Depositor
                      so as to
                      become legally binding and one or more Market Quotations from
                      Approved
                      Replacements have been communicated to Party B and remain capable
                      of
                      becoming legally binding upon acceptance by Party B, the Termination
                      Currency Equivalent of the amount (whether positive or negative)
                      of the
                      lowest of such Market Quotations (for the avoidance of doubt,
                      (I) a Market
                      Quotation expressed as a negative number is lower than a Market
                      Quotation
                      expressed as a positive number and (II) the lower of two Market
                      Quotations
                      expressed as negative numbers is the one with the largest absolute
                      value);
                      or

                  


          

          


          
            	
                     

                  	
                    (c)

                  	
                    if,
                      on such Early Termination Date, no Market Quotation for the
                      relevant
                      Terminated Transaction or group of Terminated Transactions
                      is accepted by
                      Party B so as to become legally binding and no Market Quotation
                      from an
                      Approved Replacement has been communicated to Party B and remains
                      capable
                      of becoming legally binding upon acceptance by Party B, Party
                      B’s Loss
                      (whether positive or negative and without reference to any
                      Unpaid Amounts)
                      for the relevant Terminated Transaction or group of Terminated
                      Transactions.”

                  


          

          


          
            	
                     

                  	
                    (C)

                  	
                    If
                      Party B at the written direction of the Depositor requests
                      Party A in
                      writing to obtain Market Quotations, Party A shall use its
                      reasonable
                      efforts to do so before the Early Termination
                      Date.

                  


          

          


          
            	
                     

                  	
                    (D)

                  	
                    If
                      the Settlement Amount is a negative number, Section 6(e)(i)(3)
                      shall be
                      deleted in its entirety and replaced with the
                      following:

                  


          

          


          “(3)
            Second Method and Market Quotation. If the Second Method and Market
            Quotation apply, (I) Party B shall pay to Party A an amount equal to
            the
            absolute value of the Settlement Amount in respect of the Terminated
            Transactions, (II) Party B shall pay to Party A the Termination Currency
            Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall
            pay to
            Party B the Termination Currency Equivalent of the Unpaid Amounts owing
            to Party
            B; provided, however, that (x) the amounts payable under the immediately
            preceding clauses (II) and (III) shall be subject to netting in accordance
            with
            Section 2(c) of this Agreement and (y) notwithstanding any other provision
            of
            this Agreement, any amount payable by Party A under the immediately preceding
            clause (III) shall not be netted against any amount payable by Party
            B under the
            immediately preceding clause (I).”

          


          
            	
                     

                  	
                    (E)

                  	
                    At
                      any time on or before the Early Termination Date at which two
                      or more
                      Market Quotations from Approved Replacements have been communicated
                      to
                      Party B and remain capable of becoming legally binding upon
                      acceptance by
                      Party B, Party B shall be entitled to accept only the lowest
                      of such
                      Market Quotations (for the avoidance of doubt, (I) a Market
                      Quotation
                      expressed as a negative number is lower than a Market Quotation
                      expressed
                      as a positive number and (II) the lower of two Market Quotations
                      expressed
                      as negative numbers is the one with the largest absolute
                      value).

                  


          

          


          
            	
                     

                  	
                    (F)

                  	
                    In
                      determining whether or not a Firm Offer satisfies clause (B)(y)
                      of the
                      definition of Replacement Transaction and whether or not a
                      proposed
                      transfer satisfies clause (e)(B)(y) of the definition of Permitted
                      Transfer, Party B shall act in a commercially reasonable
                      manner.

                  


          

          


          
            	
                    (ii)  

                  	
                    The
                      Second Method will apply.

                  


          

          


          (g)           “Termination
            Currency” means USD.

          


          (h)           Additional
            Termination Events.  Additional Termination Events will apply
            as provided in Part 5(c).

           

          Part
            2.   Tax Matters.

          


          (a)           Tax
            Representations.

          


          
            	
                     

                  	
                    (i)

                  	
                    Payer
                      Representations.  For the purpose of Section 3(e) of
                      this Agreement:

                  


          

           

          (A)          Party
            A makes the following representation(s):

          


          None.

          


          (B)          Party
            B makes the following representation(s):

          


          None.

          


          (ii)           Payee
            Representations.  For the purpose of Section 3(f) of this
            Agreement:

           

          (A)           Party
            A makes the following representation(s):

          


          Party
            A
            represents that it is a corporation organized under the laws of the State
            of
            Delaware.

          


          (B)           Party
            B makes the following representation(s):

          


          None.

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

          


          
            	
                     

                  	
                    (i)

                  	
                    Gross
                      Up.  Section 2(d)(i)(4) shall not apply to Party B as
                      X, and Section 2(d)(ii) shall not apply to Party B as Y, in
                      each case such
                      that Party B shall not be required to pay any additional amounts
                      referred
                      to therein.

                  


          

          


          
            	
                     

                  	
                    (ii)

                  	
                    Indemnifiable
                      Tax.  The definition of “Indemnifiable Tax” in Section
                      14 is deleted in its entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax” means, in relation to payments by Party A, any Tax and,
            in
            relation to payments by Party B, no Tax.

          


            Part
            3.                  Agreement
            to Deliver Documents. 

          


           (a)           For
            the purpose of Section 4(a)(i), tax forms, documents, or certificates
            to be
            delivered are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	 	 	 
	
                    Party
                      A

                  	
                    An
                      original properly completed and executed United States Internal
                      Revenue
                      Service Form W-9 (or any successor thereto) with respect to
                      any payments
                      received or to be received by Party A that eliminates U.S.
                      federal
                      withholding and backup withholding Tax on payments to Party
                      A under this
                      Agreement.

                  	
                    (i)
                      upon execution of this Agreement, (ii) on or before the first
                      payment date
                      under this Agreement, including any Credit Support Document,
                      (iii)
                      promptly upon the reasonable demand by Party B, (iv) prior
                      to the
                      expiration or obsolescence of any previously delivered form,
                      and (v)
                      promptly upon the information on any such previously delivered
                      form
                      becoming inaccurate or incorrect.

                  
	 	 	 
	
                    Party
                      B

                  	
                    (i)
                      Upon execution of this Agreement, an original properly completed
                      and
                      executed United States Internal Revenue Service Form W-9 with
                      respect to
                      any payments received or to be received by the initial beneficial
                      owner of
                      payments to Party B under this Agreement, and (ii)
                      thereafter,  the appropriate tax certification form (i.e., IRS
                      Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
                      (or
                      any successor form thereto)) with respect to any payments received
                      or to
                      be received by the beneficial owner of payments to Party B
                      under this
                      Agreement from time to time, which forms are received by Party
                      B in
                      accordance with the Pooling and Servicing Agreement.

                  	
                    (i)
                      upon execution of this Agreement, (ii) on or before the first
                      payment date
                      under this Agreement, including any Credit Support Document,
                      (iii)
                      promptly upon the reasonable demand by Party A, (iv) prior
                      to the
                      expiration or obsolescence of any previously delivered form,
                      and (v)
                      promptly upon the information on any such previously delivered
                      form
                      becoming inaccurate or incorrect.

                  


          

          


          


          (b)           For
            the purpose of Section 4(a)(ii), other documents to be delivered
            are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  	
                    Covered
                      by Section 3(d) Representation

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver the Agreement, each Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under the Agreement, each Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, each  Confirmation, and any relevant Credit Support
                      Document, as the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Report of Party A’s Credit Support Provider containing consolidated
                      financial statements certified by independent certified public
                      accountants
                      and prepared in accordance with generally accepted accounting
                      principles
                      in the country in which Party A’s Credit Support Provider is
                      organized

                  	
                    Promptly
                      upon becoming publicly available

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Semi
                      Annual Financial Statements of Party A’s Credit Support Provider
                      containing unaudited, consolidated financial statements of
                      Party A’s
                      Credit Support Provider’s Interim Report prepared in accordance with
                      generally accepted accounting principles in the country in
                      which Party A’s
                      Credit Support Provider is organized

                  	
                    Promptly
                      upon becoming publicly available

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    A
                      guarantee of Swiss Reinsurance Company

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    An
                      opinion of counsel to Party A’s guarantor

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    An
                      opinion of counsel relating to the Pooling and Servicing Agreement
                      and the
                      other principal transaction documents reasonably acceptable
                      to Party
                      A

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Description
                      of all current credit ratings of Party A by each Rating Agency
                      then rating
                      Party A

                  	
                    Promptly
                      upon request by Party B

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    Final
                      executed version of the Pooling and Servicing Agreement

                  	
                    Promptly
                      upon such final version becoming publicly available

                  	
                    No

                  


          

          


          Part
            4.  Miscellaneous.

          


          
            	
                    (a)

                  	
                    Address
                      for Notices:  For the purposes of Section 12(a) of
                      this Agreement:

                  


          

          


          Address
            for notices or communications
            to Party A:

          


          Address:                                Swiss
            Re Financial Products Corporation

          55
            East 52nd
            Street

          New
            York, New York 10055

          Attention:                              Head
            of Operations

          Facsimile:                               (917)
            322-7201

          


          With
            a copy to:

          


          Address:                                Swiss
            Re Financial Products Corporation

          55
            East 52nd
            Street

          New
            York, New York 10055

          Attention:                              Legal
            Department

          Facsimile:                               (917)
            317-5474

          


          (For
            all
            purposes)

          


          Address
            for notices or communications
            to Party B:

          


          Address:                                Citibank,
            N.A.

          388
            Greenwich Street, 14th Floor

          New
            York, NY 10013

          Attention:                              Valerie
            Delgado/CMLTI 2007-WFHE3

          Facsimile:                               (949)
            250-6464

          Phone:                                    (949)
            250-6450

          


          (For
            all
            purposes)

          


          (b)           Process
            Agent.  For the purpose of Section 13(c):

          


          Party
            A
            appoints as its Process Agent:  Not applicable.

          


          Party
            B
            appoints as its Process Agent:  Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.  The
                      provisions of Section 10(a) will apply to this Agreement; neither
                      Party A
                      nor Party B has any Offices other than as set forth in the
                      Notices
                      Section.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.  For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A is not a Multibranch
            Party.

          


          
            	
                     

                  	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.  The Calculation Agent is Party A; provided,
                      however, that if an Event of Default shall have occurred with
                      respect to
                      Party A, Party B shall have the right to appoint as Calculation
                      Agent a
                      third party, reasonably acceptable to Party A, the cost for
                      which shall be
                      borne by Party A.

                  


          

          


          (f)           Credit
            Support Document.

          


          
            	
                     

                  	
                    Party
                      A:

                  	
                    The
                      Credit Support Annex, and any guarantee in support of Party
                      A’s
                      obligations under this Agreement.

                  


          

          


          
            	
                     

                  	
                    Party
                      B:

                  	
                    The
                      Credit Support Annex, solely in respect of Party B’s obligations under
                      Paragraph 3(b) of the Credit Support
                      Annex.

                  


          

          


          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          


          
            	
                     

                  	
                    Party
                      A:

                  	
                    The
                      guarantor under any guarantee in support of Party A’s obligations under
                      this Agreement.

                  


          

          


          
            	
                     

                  	
                    Party
                      B:

                  	
                    None.

                  


          

          


          
            	
                    (h)

                  	
                    Governing
                      Law.  The parties to this Agreement hereby agree that
                      the law of the State of New York shall govern their rights
                      and duties in
                      whole (including any claim or controversy arising out of or
                      relating to
                      this Agreement), without regard to the conflict of law provisions
                      thereof
                      other than New York General Obligations Law Sections 5-1401
                      and
                      5-1402.

                  


          

          


          
            	
                    (i)

                  	
                    Netting
                      of Payments.  Subparagraph (ii) of Section 2(c) will
                      apply to each Transaction
                      hereunder.

                  


          

          


          
            	
                    (j)

                  	
                    Affiliate.  “Affiliate”
                      shall have the meaning assigned thereto in Section 14; provided,
                      however,
                      that Party B shall be deemed to have no Affiliates for purposes
                      of this
                      Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

          


          Part
            5.    Other Provisions.

          


          
            	
                    (a)

                  	
                    Definitions.
                      Unless otherwise specified in a Confirmation, this
                      Agreement and
                      each Transaction under this Agreement are subject to the 2000
                      ISDA
                      Definitions as published and copyrighted in 2000 by the International
                      Swaps and Derivatives Association, Inc. (the
                      “Definitions”), and will be governed in all relevant
                      respects by the provisions set forth in the Definitions, without
                      regard to
                      any amendment to the Definitions subsequent to the date
                      hereof.  The provisions of the Definitions are hereby
                      incorporated by reference in and shall be deemed a part of
                      this Agreement,
                      except that (i) references in the Definitions to a “Swap Transaction”
                      shall be deemed references to a “Transaction” for purposes of this
                      Agreement, and (ii) references to a “Transaction” in this Agreement shall
                      be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          Each
            reference herein to a “Section” (unless specifically referencing the Pooling and
            Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
            a reference to a Section of the ISDA Master Agreement; each herein reference
            to
            a “Part” will be construed as a reference to the Schedule to the ISDA Master
            Agreement; each reference herein to a “Paragraph” will be construed as a
            reference to a Paragraph of the Credit Support Annex.

           

          (b)           Amendments
            to ISDA Master Agreement.

          


          
            	
                     

                  	
                    (i)

                  	
                    Single
                      Agreement.  Section 1(c) is hereby amended by the
                      adding the words “including, for the avoidance of doubt, the Credit
                      Support Annex”  after the words “Master
                      Agreement”.

                  


          

          


          
            	
                     

                  	
                    (ii)

                  	
                    Conditions
                      Precedent.

                  	
                    Section
                      2(a)(iii) is hereby amended by adding the following at the
                      end
                      thereof:

                  


          

          


          Notwithstanding
            anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
            with
            respect to Party B or Potential Event of Default with respect to Party
            B has
            occurred and been continuing for more than 30 Local Business Days and
            no Early
            Termination Date in respect of the Affected Transactions has occurred
            or been
            effectively designated by Party A, the obligations of Party A under Section
            2(a)(i) shall cease to be subject to the condition precedent set forth
            in
            Section 2(a)(iii)(1) with respect to such specific occurrence of such
            Event of
            Default or such Potential Event of Default (the “Specific
            Event”); provided, however, for the avoidance of doubt, the obligations
            of Party A under Section 2(a)(i) shall be subject to the condition precedent
            set
            forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect
            to any
            subsequent occurrence of the same Event of Default with respect to Party
            B or
            Potential Event of Default with respect to Party B after the Specific
            Event has
            ceased to be continuing and with respect to any occurrence of any other
            Event of
            Default with respect to Party B or Potential Event of Default with respect
            to
            Party B that occurs subsequent to the Specific Event.

          


          
            	
                     

                  	
                    (iii)

                  	
                    Change
                      of Account.  Section 2(b) is hereby amended by the
                      addition of the following after the word “delivery” in the first line
                      thereof:  “to another account in the same legal and tax
                      jurisdiction as the original
                      account”.

                  


          

           

          
            	
                     

                  	
                    (iv)

                  	
                    Representations.  Section
                      3 is hereby amended by adding at the end thereof the following
                      subsection
                      (g):

                  


          

          


          
            	
                     

                  	
                    “(g)

                  	
                    Relationship
                      Between Parties.

                  


          

          


          
            	
                     

                  	
                    (1)

                  	
                    Nonreliance.  (i)
                      It is not relying on any statement or representation of the
                      other party
                      (whether written or oral) regarding any Transaction hereunder,
                      other than
                      the representations expressly made in this Agreement or the
                      Confirmation
                      in respect of that Transaction and (ii) it has consulted with
                      its own
                      legal, regulatory, tax, business, investment, financial and
                      accounting
                      advisors to the extent it has deemed necessary, and it has
                      made its own
                      investment, hedging and trading decisions based upon its own
                      judgment and
                      upon any advice from such advisors as it has deemed necessary
                      and not upon
                      any view expressed by the other
                      party.

                  


          

           

          
            	
                     

                  	
                    (2)

                  	
                    Evaluation
                      and Understanding.  (i) It has the capacity to evaluate
                      (internally or through independent professional advice) each
                      Transaction
                      and has made its own decision to enter into the Transaction
                      and (ii) it
                      understands the terms, conditions and risks of the Transaction
                      and is
                      willing and able to accept those terms and conditions and to
                      assume those
                      risks, financially and otherwise. 

                  


          

          


          
            	
                     

                  	
                    (3)

                  	
                    Purpose.  It
                      is entering into the Transaction for the purposes of managing
                      its
                      borrowings or investments, hedging its underlying assets or
                      liabilities or
                      in connection with a line of
                      business.

                  


          

          


          
            	
                     

                  	
                    (4)

                  	
                    Status
                      of Parties.  The other party is not acting as an agent,
                      fiduciary or advisor for it in respect of the
                      Transaction.

                  


          

          


          
            	
                     

                  	
                    (5)

                  	
                    Eligible
                      Contract Participant.  It is an “eligible swap participant” as
                      such term is defined in, Section 35.1(b)(2) of the regulations
                      (17 C.F.R.
                      35) promulgated under, and an “eligible contract participant” as defined
                      in Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

          


          
            	
                     

                  	
                    (v)

                  	
                    Transfer
                      to Avoid Termination Event.  Section 6(b)(ii) is hereby
                      amended (i) by deleting the words “or if a Tax Event Upon Merger occurs
                      and the Burdened Party is the Affected Party,” and the words “, which
                      consent will not be withheld if such other party’s policies in effect at
                      such time would permit it to enter into transactions with the
                      transferee
                      on the terms proposed”and (ii) by deleting the words “to transfer” and
                      inserting the words “to effect a Permitted Transfer” in lieu
                      thereof.

                  


          

          


          
            	
                     

                  	
                    (vi)

                  	
                    Jurisdiction.
                      Section 13(b) is hereby amended by: (i) deleting in
                      the second
                      line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                      from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                      (iii) deleting the final paragraph
                      thereof.

                  


          

          


          
            	
                     

                  	
                    (vii)

                  	
                    Local
                      Business Day.  The definition of Local Business Day in
                      Section 14 is hereby amended by the addition of the words “or any Credit
                      Support Document” after “Section 2(a)(i)” and the addition of the words
                      “or Credit Support Document” after
                      “Confirmation”.

                  


          

          


          
            	
                    (c)

                  	
                    Additional
                      Termination Events.  The following Additional
                      Termination Events will apply:

                  


          

          


          
            	
                    (i)            
                      

                  	
                    Failure
                      to Post Collateral.If Party A has failed to comply with or
                      perform any obligation to be complied with or performed by
                      Party A in
                      accordance with the Credit Support Annex and such failure has
                      not given
                      rise to an Event of Default under Section 5(a)(i) or Section
                      5(a)(iii),
                      then an Additional Termination Event shall have occurred with
                      respect to
                      Party A and Party A shall be the sole Affected Party with respect
                      to such
                      Additional Termination Event.

                  


          

          


          
            	
                    (ii)           
                      

                  	
                    Second
                      Rating Trigger Replacement.  The occurrence of any
                      event described in this Part 5(c)(ii) shall constitute an Additional
                      Termination Event with respect to Party A and Party A shall
                      be the sole
                      Affected Party with respect to such Additional Termination
                      Event.

                  


          

          


          
            	
                     

                  	
                    (A)

                  	
                    An
                      S&P Required Ratings Downgrade Event has occurred and is continuing
                      and at least 60 calendar days have elapsed since such S&P Required
                      Ratings Downgrade Event first
                      occurred.

                  


          

          


          
            	
                     

                  	
                    (B)

                  	
                    A
                      Moody’s Second Trigger Downgrade Event has occurred and is continuing
                      and
                      at least 30 Local Business Days have elapsed since such Moody’s Second
                      Trigger Downgrade Event first occurred, and at least one Eligible
                      Replacement has made a Firm Offer that would, assuming the
                      occurrence of
                      an Early Termination Date, qualify as a Market Quotation (on
                      the basis
                      that Part 1(f)(i)(A) applies) and which remains capable of
                      becoming
                      legally binding upon acceptance.

                  


          

          


          
            	
                     

                  	
                    (iii)

                  	
                    Amendment
                      of Pooling and Servicing Agreement.  If, without the
                      prior written consent of Party A where such consent is required
                      under the
                      Pooling and Servicing Agreement (such consent not to be unreasonably
                      withheld), an amendment is made to the Pooling and Servicing
                      Agreement
                      which amendment could reasonably be expected to have a material
                      adverse
                      effect on the interests of Party A (excluding, for the avoidance
                      of doubt,
                      any amendment to the Pooling and Servicing Agreement that is
                      entered into
                      solely for the purpose of appointing a successor servicer,
                      master
                      servicer, securities administrator, trustee or other service
                      provider)
                      under this Agreement, an Additional Termination Event shall
                      have occurred
                      with respect to Party B and Party B shall be the sole Affected
                      Party with
                      respect to such Additional Termination
                      Event.

                  


          

          


          
            	
                     

                  	
                    (iv)

                  	
                    [Reserved.]

                  


          

          


          
            	
                     

                  	
                    (v)

                  	
                    [Reserved.]

                  


          

          


          
            	
                     

                  	
                     (vi)

                  	
                    Optional
                      Termination of Securitization.  An Additional
                      Termination Event shall occur upon the notice to Certificateholders
                      of an
                      Optional Termination becoming unrescindable in accordance with
                      Article IX
                      of the Pooling and Servicing Agreement (such notice, the “Optional
                      Termination Notice”).  With respect to such Additional
                      Termination Event: (A) Party B shall be the sole Affected Party;
                      (B)
                      notwithstanding anything to the contrary in Section 6(b)(iv)
                      or Section
                      6(c)(i), the final Distribution Date specified in the Optional
                      Termination
                      Notice is hereby designated as the Early Termination Date for
                      this
                      Additional Termination Event in respect of all Affected Transactions;
                      (C)
                      Section 2(a)(iii)(2) shall not be applicable to any Affected
                      Transaction in
                      connection with the Early Termination Date resulting from this
                      Additional
                      Termination Event; notwithstanding anything to the contrary
                      in Section
                      6(c)(ii), payments and deliveries under Section 2(a)(i) or
                      Section 2(e) in
                      respect of the Terminated Transactions resulting from this
                      Additional
                      Termination Event will be required to be made through and including
                      the
                      Early Termination Date designated
                      as a result of this Additional Termination Event; provided,
                      for the
                      avoidance of doubt, that any such payments or deliveries that
                      are made on
                      or prior to such Early Termination Date will not be treated
                      as Unpaid
                      Amounts in determining the amount payable in respect of such
                      Early
                      Termination Date; (D) notwithstanding anything to the contrary
                      in Section
                      6(d)(i), (I) if, no later than 4:00 pm New York City time on
                      the day that
                      is four Business Days prior to the final Distribution Date
                      specified in
                      the Optional Termination Notice, the Trust Administrator requests
                      the
                      amount of the Estimated Swap Termination Payment, Party A shall
                      provide to
                      the Trust Administrator in writing (which may be done in electronic
                      format) the amount of the Estimated Swap Termination Payment
                      no later than
                      2:00 pm New York City time on the following Business Day and
                      (II) if the
                      Trust Administrator provides written notice (which may be done
                      in
                      electronic format) to Party A no later than two Business Days
                      prior to the
                      final Distribution Date specified in the Optional Termination
                      Notice that
                      all requirements of the Optional Termination have been met,
                      then Party A
                      shall, no later than one Business Day prior to the final Distribution
                      Date
                      specified in the Optional Termination Notice, make the calculations
                      contemplated by Section 6(e) (as amended herein) and provide
                      to the Trust
                      Administrator in writing (which may be done in electronic format) the
                      amount payable by either Party B or Party A in respect of the
                      related
                      Early Termination Date in
                      connection with this Additional Termination Event; provided,
                      however, that
                      the amount payable by Party B, if any, in respect of the related
                      Early
                      Termination Date shall be the lesser of (x) the amount calculated
                      to be
                      due from Party B pursuant to Section 6(e) and (y) the Estimated
                      Swap
                      Termination Payment; and (E) notwithstanding anything to the
                      contrary in
                      this Agreement, any amount due from Party B to Party A in respect
                      of this
                      Additional Termination Event will be payable on the final Distribution
                      Date specified  in the Optional Termination Notice and any
                      amount due from Party A to Party B in respect of this Additional
                      Termination Event will be payable one Business Day prior to
                      the final
                      Distribution Date specified  in the Optional Termination
                      Notice.

                  


          

          


          The
            Trust
            Administrator shall be an express third party beneficiary of this Agreement
            as
            if a party hereto to the extent of the Trust Administrator’s rights specified
            herein.

          


          
            	
                    (d)

                  	
                    Required
                      Ratings Downgrade Event.  If a Required Ratings
                      Downgrade Event has occurred and is continuing, then Party
                      A shall, at its
                      own expense, use commercially reasonable efforts to, as soon
                      as reasonably
                      practicable, either (A) effect a Permitted Transfer or (B)
                      procure an
                      Eligible Guarantee by a guarantor with credit ratings at least
                      equal to
                      the S&P Required Ratings Threshold and the Moody’s Second Trigger
                      Threshold

                  


          

          


          
            	
                    (e)

                  	
                    Compliance
                      with Item 1115 of Regulation
                      AB.

                  


          

          


          Party
            A
            and Party B hereby agree that the terms of the Item 1115 Agreement, dated
            as of
            June 25, 2007 (the “Item 1115 Agreement”) among among Citigroup
            Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust Inc. (the
“Depositor”) and Swiss Re Financial Products Corporation (the “Derivative
            Provider”), shall be incorporated by reference into this Agreement and Party B
            shall be an express third party beneficiary of the Item 1115 Agreement.
            A copy
            of the Item 1115 Agreement is annexed hereto at Annex B.

          


          
            	
                    (f)

                  	
                    Transfers.

                  


          

           

          (i)           Section
            7 is hereby amended to read in its entirety as follows:

           

          “Neither
            this Agreement nor any interest or obligation in or under this Agreement
            may be
            transferred (whether by way of security or otherwise) by either party
            unless (a)
            the prior written consent of the other party is obtained and (b) the
            Rating
            Agency Condition has been satisfied with respect to S&P, except
            that:

           

          
            	
                     

                  	
                    (a)

                  	
                    Party
                      A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                      or the
                      Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
                      with,
                      or merger with or into, or transfer of all or substantially
                      all its assets
                      to, another entity (but without prejudice to any other right
                      or remedy
                      under this Agreement), or (3) at any time at which no Relevant
                      Entity has
                      credit ratings at least equal to the Approved Ratings
                      Threshold;

                  


          

           

          
            	
                     

                  	
                    (b)

                  	
                    Party
                      B may transfer its rights and obligations hereunder in connection
                      with a
                      transfer pursuant to Section 8.09 of the Pooling and Servicing
                      Agreement,
                      and

                  


          

           

          
            	
                     

                  	
                    (c)

                  	
                    a
                      party may make such a transfer of all or any part of its interest
                      in any
                      amount payable to it from a Defaulting Party under Section
                      6(e).

                  


          

           

          Any
            purported transfer that is not in compliance with this Section will be
            void.

           

          
            	
                     

                  	
                    (ii)

                  	
                    If
                      an Eligible Replacement has made a Firm Offer (which remains
                      an offer that
                      will become legally binding upon acceptance by Party B) to
                      be the
                      transferee pursuant to a Permitted Transfer, Party B shall,
                      at Party A’s
                      written request and at Party A’s expense, execute such documentation
                      provided to it as is reasonably deemed necessary to effect
                      such
                      transfer.

                  


          

           

          
            	
                    (g)

                  	
                    Non-Recourse.  Party
                      A acknowledges and agrees that, notwithstanding any provision
                      in this
                      Agreement to the contrary, the obligations of Party B hereunder
                      are
                      limited recourse obligations of Party B, payable solely from
                      the
                      Supplemental Interest Trust and the proceeds thereof, in accordance
                      with
                      the priority of payments and other terms of the Pooling and
                      Servicing
                      Agreement and that Party A will not have any recourse to any
                      of the
                      directors, officers, agents, employees, shareholders or affiliates
                      of the
                      Party B with respect to any claims, losses, damages, liabilities,
                      indemnities or other obligations in connection with any transactions
                      contemplated hereby. In the event that the Supplemental Interest
                      Trust and
                      the proceeds thereof, should be insufficient to satisfy all
                      claims
                      outstanding and following the realization of the account held
                      by the
                      Supplemental Interest Trust and the proceeds thereof, any claims
                      against
                      or obligations of Party B under the ISDA Master Agreement or
                      any other
                      confirmation thereunder still outstanding shall be extinguished
                      and
                      thereafter not revive.  The Supplemental Interest Trust Trustee
                      shall not have liability for any failure or delay in making
                      a payment
                      hereunder to Party A due to any failure or delay in receiving
                      amounts in
                      the account held by the Supplemental Interest Trust from the
                      Trust created
                      pursuant to the Pooling and Servicing Agreement; provided,
                      however, that
                      this sentence shall in no way limit or diminish Party B's obligation
                      to
                      Party A in respect of interest under Section 2(e).  This
                      provision will survive the termination of this
                      Agreement.

                  


          

          


          
            	
                    (h)

                  	
                    Timing
                      ofPayments by Party B upon Early
                      Termination.  Notwithstanding anything to the contrary
                      in Section 6(d)(ii), to the extent that all or a portion (in
                      either case,
                      the “Unfunded Amount”) of any amount that is calculated as being due in
                      respect of any Early Termination Date under Section 6(e) from
                      Party B to
                      Party A will be paid by Party B from amounts other than any
                      upfront
                      payment paid to Party B by an Eligible Replacement that has
                      entered into a
                      Replacement Transaction with Party B, then such Unfunded Amount
                      shall be
                      due on the next subsequent Distribution Date following the
                      date on which
                      the payment would have been payable as determined in accordance
                      with
                      Section 6(d)(ii), and on any subsequent Distribution Dates
                      until paid in
                      full (or if such Early Termination Date is the final Distribution
                      Date, on
                      such final Distribution Date); provided, however, that if the
                      date on
                      which the payment would have been payable as determined in
                      accordance with
                      Section 6(d)(ii) is a Distribution Date, such payment will
                      be payable on
                      such Distribution Date.

                  


          

          


          
            	
                    (i)

                  	
                    Rating
                      Agency Notifications.  Notwithstanding any other
                      provision of this Agreement, no Early Termination Date shall
                      be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each Rating
                      Agency has been provided prior written notice of such designation
                      or
                      transfer.

                  


          

          


          
            	
                    (j)

                  	
                    No
                      Set-off.  Except as expressly provided for in Section
                      2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding
                      any other
                      provision of this Agreement or any other existing or future
                      agreement,
                      each party irrevocably waives any and all rights it may have
                      to set off,
                      net, recoup or otherwise withhold or suspend or condition payment
                      or
                      performance of any obligation between it and the other party
                      hereunder
                      against any obligation between it and the other party under
                      any other
                      agreements.  Section 6(e) shall be amended by deleting the
                      following sentence: “The amount, if any, payable in respect of an Early
                      Termination Date and determined pursuant to this Section will
                      be subject
                      to any Set-off.”.

                  


          

           

          
            	
                    (k)

                  	
                    Amendment.  Notwithstanding
                      any provision to the contrary in this Agreement, no amendment
                      of either
                      this Agreement or any Transaction under this Agreement shall
                      be permitted
                      by either party unless each of the Rating Agencies has been
                      provided prior
                      written notice of the same and the Rating Agency Condition
                      is satisfied
                      with respect to S&P.

                  


          

          


          
            	
                    (l)

                  	
                    Notice
                      of Certain Events or Circumstances.  Each Party agrees,
                      upon learning of the occurrence or existence of any event or
                      condition
                      that constitutes (or that with the giving of notice or passage
                      of time or
                      both would constitute) an Event of Default or Termination Event
                      with
                      respect to such party, promptly to give the other Party and
                      to each Rating
                      Agency notice of such event or condition; provided that failure
                      to provide
                      notice of such event or condition pursuant to this Part 5(l)
                      shall not
                      constitute an Event of Default or a Termination
                      Event.

                  


          

           

          
            	
                    (m)

                  	
                    Proceedings.  No
                      Relevant Entity shall institute against, or cause any other
                      person to
                      institute against, or join any other person in instituting
                      against Party
                      B, the Supplemental Interest Trust, or the trust formed pursuant
                      to the
                      Pooling and Servicing Agreement, in any bankruptcy, reorganization,
                      arrangement, insolvency or liquidation proceedings or other
                      proceedings
                      under any federal or state bankruptcy or similar law for a
                      period of one
                      year (or, if longer, the applicable preference period) and
                      one day
                      following payment in full of the Certificates and any
                      Notes.  This provision will survive the termination of this
                      Agreement.

                  


          

          


          
            	
                    (n)

                  	
                    Supplemental
                      Interest Trust Trustee Liability Limitations.  It is
                      expressly understood and agreed by the parties hereto that
                      (a) this
                      Agreement is executed and delivered by Citibank, N.A. (“Citibank”) not in
                      its individual capacity, but solely as Supplemental Interest
                      Trust Trustee
                      under the Pooling and
                      Servicing Agreement in the exercise of the powers and authority
                      conferred and vested in it thereunder; (b) Citibank has been
                      directed
                      pursuant to the Pooling and
                      Servicing Agreement to enter into this Agreement and to perform its
                      obligations hereunder; (c) each of the representations, warranties,
                      covenants, undertakings and agreements herein made on behalf
                      of the
                      Supplemental Interest Trust is made and intended not as a personal
                      representation of the Supplemental Interest Trust Trustee but
                      is made and
                      intended for the purpose of binding only the Supplemental Interest
                      Trust;
                      and (d) nothing herein contained shall be construed as creating
                      any
                      liability on Citibank, individually or personally, to perform
                      any covenant
                      either expressed or implied contained herein, all such liability,
                      if any,
                      being expressly waived by the parties who are signatories to
                      this
                      Agreement and by any person claiming by, through or under such
                      parties and
                      (e) under no circumstances shall Citibank in its individual
                      capacity be
                      personally liable for the payment of any indemnity, indebtedness,
                      fees or
                      expenses of the Supplemental Interest Trust or any payments
                      hereunder or
                      for the breach or failure of any obligation, representation,
                      warranty or
                      covenant made or undertaken under this
                      Agreement.

                  


          

          


          
            	
                    (o)

                  	
                    Severability.  If
                      any term, provision, covenant, or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) in any respect,
                      the
                      remaining terms, provisions, covenants, and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties; provided, however, that this severability provision
                      shall not be
                      applicable if any provision of Section 2, 5, 6, or 13 (or any
                      definition
                      or provision in Section 14 to the extent it relates to, or
                      is used in or
                      in connection with any such Section) shall be so held to be
                      invalid or
                      unenforceable.

                  


          

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition.

          


          
            	
                    (p)

                  	
                    Agent
                      for Party B.  Party A acknowledges that the Depositor
                      has appointed the Supplemental Interest Trust Trustee as agent
                      under the
                      Pooling and Servicing Agreement to carry out certain functions
                      on behalf
                      of Party B, and that the Supplemental Interest Trust Trustee
                      shall be
                      entitled to give notices and to perform and satisfy the obligations
                      of
                      Party B hereunder on behalf of Party
                      B.

                  


          

           

          
            	
                    (q)

                  	
                    [Reserved.]

                  


          

           

          
            	
                    (r)

                  	
                    Consent
                      to Recording.  Each party hereto consents to the
                      monitoring or recording, at any time and from time to time,
                      by the other
                      party of any and all communications between trading, marketing,
                      and
                      operations personnel of the parties and their Affiliates, waives
                      any
                      further notice of such monitoring or recording, and agrees
                      to notify such
                      personnel of such monitoring or
                      recording.

                  


          

          


          
            	
                    (s)

                  	
                    Waiver
                      of Jury Trial.  Each party waives any right it may have
                      to a trial by jury in respect of any suit, action or proceeding
                      relating
                      to this Agreement or any Credit Support
                      Document.

                  


          

          


          
            	
                    (t)

                  	
                    Form
                      of ISDA Master Agreement.  Party A and Party B hereby
                      agree that the text of the body of the ISDA Master Agreement
                      is intended
                      to be the printed form of the ISDA Master Agreement (Multicurrency
–
                      Crossborder) as published and copyrighted in 1992 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

          


          
            	
                    (u)

                  	
                    Payment
                      Instructions.  Party A hereby agrees that, unless
                      notified in writing by Party B of other payment instructions,
                      any and all
                      amounts payable by Party A to Party B under this Agreement
                      shall be paid
                      to the account specified in Item 4 of this Long-form Confirmation,
                      below.

                  


          

          


          
            	
                    (v)

                  	
                    Additional
                      representations.

                  


          

          


          
            	
                     

                  	
                    (i)

                  	
                    Representations
                      of Party A.  Party A represents to Party B on the date
                      on which Party A enters into each Transaction that Party A’s obligations
                      under this Agreement rank pari passu with all of Party A’s other
                      unsecured, unsubordinated obligations except those obligations
                      preferred
                      by operation of law.

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    Capacity.  Party
                      A represents to Party B on the date on which Party A enters
                      into this
                      Agreement that it is entering into the Agreement and the Transaction
                      as
                      principal and not as agent of any person.  The Supplemental
                      Interest Trust Trustee represents to Party A on the date on
                      which the
                      Supplemental Interest Trust Trustee executes this Agreement
                      that it is
                      executing the Agreement not in its individual capacity but
                      solely as
                      Supplemental Interest Trust
                      Trustee.

                  


          

           

          
            	
                    (w)

                  	
                    Acknowledgements.

                  


          

          


          
            	
                     

                  	
                    (i)

                  	
                    Substantial
                      financial transactions.  Each party hereto is hereby
                      advised and acknowledges as of the date hereof that the other
                      party has
                      engaged in (or refrained from engaging in) substantial financial
                      transactions and has taken (or refrained from taking) other
                      material
                      actions in reliance upon the entry by the parties into the
                      Transaction
                      being entered into on the terms and conditions set forth herein
                      and in the
                      Pooling and Servicing Agreement relating to such Transaction,
                      as
                      applicable. This paragraph shall be deemed repeated on the
                      trade date of
                      each Transaction.

                  


          

           

          
            	
                     

                  	
                    (ii)

                  	
                    Bankruptcy
                      Code.  Subject to Part 5(m), without limiting the
                      applicability if any, of any other provision of the U.S. Bankruptcy
                      Code
                      as amended (the “Bankruptcy Code”) (including without limitation Sections
                      362, 546, 556, and 560 thereof and the applicable definitions
                      in Section
                      101 thereof), the parties acknowledge and agree that all Transactions
                      entered into hereunder will constitute “forward contracts” or “swap
                      agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
                      contracts” as defined in Section 761 of the Bankruptcy Code, that the
                      rights of the parties under Section 6 of this Agreement will
                      constitute
                      contractual rights to liquidate Transactions, that any margin
                      or
                      collateral provided under any margin, collateral, security,
                      pledge, or
                      similar agreement related hereto will constitute a “margin payment” as
                      defined in Section 101 of the Bankruptcy Code, and that the
                      parties are
                      entities entitled to the rights under, and protections afforded
                      by,
                      Sections 362, 546, 556, and 560 of the Bankruptcy
                      Code.

                  


          

           

          
            	
                    (x)

                  	
                    [Reserved.]

                  


          

           

          
            	
                    (y)

                  	
                    [Reserved.]

                  


          

           

          (z)           Additional
            Definitions.

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise:

           

          “Approved
            Ratings Threshold” means each of the S&P Approved Ratings
            Threshold and the Moody’s First Trigger Ratings Threshold.

          


          “Approved
            Replacement” means, with respect to a Market Quotation, an entity
            making such Market Quotation, which entity would satisfy conditions (a),
            (b),
            (c) and (d) of the definition of Permitted Transfer (as determined by
            Party B in
            its sole discretion, acting in a commercially reasonable manner) if such
            entity
            were a Transferee, as defined in the definition of Permitted
            Transfer.

          


          “Derivative
            Provider Trigger Event” means (i) an Event of Default with respect
            to which Party A is a Defaulting Party, (ii) a Termination Event with
            respect to
            which Party A is the sole Affected Party or (iii) an Additional Termination
            Event with respect to which Party A is the sole Affected Party.

          


          “Eligible
            Guarantee” means an unconditional and irrevocable guarantee of all
            present and future obligations of Party A under this Agreement (or, solely
            for
            purposes of the definition of Eligible Replacement, all present and future
            obligations of such Eligible Replacement under this Agreement or its
            replacement, as applicable) which is provided by a guarantor as principal
            debtor
            rather than surety and which is directly enforceable by Party B, the
            form and
            substance of which guarantee are subject to the Rating Agency Condition
            with
            respect to S&P, and either (A) a law firm has given a legal opinion
            confirming that none of the guarantor’s payments to Party B under such guarantee
            will be subject to deduction or Tax collected by withholding and such
            opinion
            has been delivered to Moody’s, or (B) such guarantee provides that, in the event
            that any of such guarantor’s payments to Party B are subject to deduction or Tax
            collected by withholding, such guarantor is required to pay such additional
            amount as is necessary to ensure that the net amount actually received
            by Party
            B (free and clear of any Tax collected by withholding) will equal the
            full
            amount Party B would have received had no such deduction or withholding
            been
            required, or (C) in the event that any payment under such guarantee is
            made net
            of deduction or withholding for Tax, Party A is required, under Section
            2(a)(i),
            to make such additional payment as is necessary to ensure that the net
            amount
            actually received by Party B from the guarantor will equal the full amount
            Party
            B would have received had no such deduction or withholding been
            required.

          


          “Eligible
            Replacement” means an entity (A) that lawfully could perform the
            obligations owing to Party B under this Agreement (or its replacement,
            as
            applicable), and (B)
            (I) (x) which has
            credit ratings from S&P at least equal to the S&P Required Ratings
            Threshold or (y) all present and future obligations of which entity owing
            to
            Party B under this Agreement (or its replacement, as applicable) are
            guaranteed
            pursuant to an Eligible Guarantee provided by a guarantor with credit
            ratings
            from S&P at least equal to the S&P Required Ratings Threshold, in either
            case if S&P is a Rating Agency, and (II) (x) which has credit ratings from
            Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold or (y)
            all present and future obligations of which entity owing to Party B under
            this
            Agreement (or its replacement, as applicable) are guaranteed pursuant
            to an
            Eligible Guarantee provided by a guarantor with credit ratings from Moody’s at
            least equal to the Moody’s Second Trigger Ratings Threshold, in either case if
            Moody’s is a Rating Agency and (C) that has executed an Item 1115 Agreement
            with
            the Depositor.  An Eligible Replacement shall provide to Party B in
            writing all credit ratings described in this definition upon request
            by Party
            B.

          


          “Estimated
            Swap Termination Payment” means, with respect to an Early
            Termination Date, an amount determined by Party A in good faith and in
            a
            commercially reasonable manner as the maximum payment that could be owed
            by
            Party B to Party A in respect of such Early Termination Date pursuant
            to Section
            6(e) (as amended herein), taking into account then current market
            conditions.

          


          “Financial
            Institution” means a bank, broker/dealer, insurance company,
            structured investment company or derivative product company.

          


          “Firm
            Offer” means a quotation from an Eligible Replacement (i) in
            an
            amount equal to the actual amount payable by or to Party B in consideration
            of
            an agreement between Party B and such Eligible Replacement to replace
            Party A as
            the counterparty to this Agreement by way of novation or, if such novation
            is
            not possible, an agreement between Party B and such Eligible Replacement
            to
            enter into a Replacement Transaction (assuming that all Transactions
            hereunder
            become Terminated Transactions), and (ii) that constitutes an offer by
            such
            Eligible Replacement to replace Party A as the counterparty to this Agreement
            or
            enter a Replacement Transaction that will become legally binding upon
            such
            Eligible Replacement upon acceptance by Party B.

          


          “Moody’s”
            means Moody’s Investors Service,
            Inc., or any successor thereto.

          


          “Moody’s
            First Trigger Ratings Threshold” means, with respect to Party A,
            the guarantor under an Eligible Guarantee, or an Eligible Replacement,
            (i) if
            such entity has a short-term unsecured and unsubordinated debt rating
            from
            Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
            rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
            rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
            short-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
            rating from Moody’s of “A1”.

          


          “Moody’s
            Second Trigger Downgrade
            Event”means
            that
no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold.

          


          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee, or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          


          “Permitted
            Transfer” means a transfer by novation by Party A, pursuant to
            Section 6(b)(ii) or the Item 1115 Agreement, or which is described in
            Sections
            7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
            obligations under this Agreement, with respect to which transfer each
            of the
            following conditions is satisfied: (a) the Transferee is an Eligible
            Replacement; (b) Party A and the Transferee are both “dealers in notional
            principal contracts” within the meaning of Treasury regulations section
            1.1001-4; (c) as of the date of such transfer the Transferee would not
            be
            required to withhold or deduct on account of Tax from any payments under
            this
            Agreement or would be required to gross up for such Tax under Section
            2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
            as a
            result of such transfer; (e) the Transferee contracts with Party B pursuant
            to a
            written instrument (the “Transfer Agreement”) (A) (i) on terms
            which are
            effective to transfer to the Transferee all, but not less than all, of
            Party A’s
            rights, liabilities, duties and obligations under the Agreement and all
            relevant
            Transactions, which terms are identical to the terms of this Agreement,
            other
            than party names, dates relevant to the effective date of such transfer,
            tax
            representations (provided that the representations in Part 2(a)(i) are
            not
            modified) and any other representations regarding the status of the substitute
            counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
            Part
            5(v)(ii), notice information and account details, and (ii) each Rating
            Agency
            has been given prior written notice of such transfer,
            or (B) (i) on terms that (x) have the effect of preserving for Party
            B the
            economic equivalent of all payment and delivery obligations (whether
            absolute or
            contingent and assuming the satisfaction of each applicable condition
            precedent)
            under this Agreement immediately before such transfer and (y) are, in
            all
            material respects, no less beneficial for Party B than the terms of this
            Agreement immediately before such transfer, as determined by Party B,
            and (ii)
            Moody’s has been given prior written notice of such transfer and]
            the Rating
            Agency Condition is satisfied with respect to S&P; (f) Party A will be
            responsible for any costs or expenses incurred in connection with such
            transfer
            (including any replacement cost of entering into a replacement transaction);
            and
            (g) such transfer otherwise complies with the terms of the Pooling and
            Servicing
            Agreement.

          


          “Rating
            Agency Condition” means, with respect to any particular proposed
            act or omission to act hereunder and each Rating Agency specified in
            connection
            with such proposed act or omission, that the party proposing such act
            or failure
            to act must consult with each of the specified Rating Agencies and receive
            from
            each such Rating Agency prior written confirmation that the proposed
            action or
            inaction would not cause a downgrade or withdrawal of the then-current
            rating of
            any Certificates or Notes.

          


          “Rating
            Agencies” mean, with respect to any date of determination, each
            of
            S&P and Moody’s, to the extent that each such rating agency is then
            providing a rating for any of the Citigroup Mortgage Loan Trust 2007-WFHE3,
            Asset-Backed Pass-Through Certificates, Series 2007-WFHE3 (the “Certificates”)
            or any notes backed by any of the Certificates (the “Notes”).

          


          “Relevant
            Entities” mean Party A and, to the extent applicable, a guarantor
            under an Eligible Guarantee.

          


          “Replacement
            Transaction” means, with respect to any Terminated Transaction or
            group of Terminated Transactions, a transaction or group of transactions
            that
            (A) has terms which would be effective to transfer to a transferee all,
            but not
            less than all, of Party A’s rights, liabilities, duties and obligations under
            this Agreement and all relevant Transactions, which terms are identical
            to the
            terms of this Agreement, other than party names, dates relevant to the
            effective
            date of such transfer, tax representations (provided that the representations
            in
            Part 2(a)(i) are not modified) and any other representations regarding
            the
            status of the substitute counterparty of the type included in Part 5(b)(iv),
            Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details,
            save
            for the exclusion of provisions relating to Transactions that are not
            Terminated
            Transactions, or (B) (x) would have the effect of preserving for Party
            B the
            economic equivalent of any payment or delivery (whether the underlying
            obligation was absolute or contingent and assuming the satisfaction of
            each
            applicable condition precedent) under this Agreement in respect of such
            Terminated Transaction or group of Terminated Transactions that would,
            but for
            the occurrence of the relevant Early Termination Date, have been required
            after
            that date, and (y) has terms which are, in all material respects, no
            less
            beneficial for Party B than those of this Agreement (save for the exclusion
            of
            provisions relating to Transactions that are not Terminated Transactions),
            as
            determined by Party B.

          


          “Required
            Ratings Downgrade Event” means that no Relevant Entity has credit
            ratings at least equal to the Required Ratings Threshold.

          


          “Required
            Ratings Threshold” means each of the S&P Required Ratings
            Threshold and the Moody’s Second Trigger Ratings Threshold.

          


          “S&P”
            means Standard & Poor’s Rating Services, a division
            of
            The McGraw-Hill Companies, Inc., or any successor thereto.

          


          “S&P
            Approved Ratings Threshold” means, with respect to Party A, the
            guarantor under an Eligible Guarantee, or an Eligible Replacement, a
            short-term
            unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
            entity does not have a short-term unsecured and unsubordinated debt rating
            from
            S&P, a long-term unsecured and unsubordinated debt rating or counterparty
            rating of “A+” from S&P.

          


          “S&P
            Required Ratings Downgrade Event” means that
            no Relevant Entity has credit ratings from S&P at least equal to the S&P
            Required Ratings Threshold.

          


          “S&P
            Required Ratings Threshold”
            means, with
            respect to Party A, the guarantor under an Eligible Guarantee, or an
            Eligible
            Replacement, (I) if such entity is a Financial Institution, a short-term
            unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
            entity does not have a short-term unsecured and unsubordinated debt
            rating
            from S&P, a long-term unsecured and unsubordinated debt rating or
            counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
            Financial Institution, a short-term unsecured and unsubordinated debt
            rating of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating or counterparty rating of “A+” from
            S&P.

          


           

           [Remainder
            of this page intentionally left blank.]

           

           

           

          Item
            4.     Account Details and Settlement
            Information:

           

          


          Payments
            to Party
            A:                           JPMorgan
            Chase Bank

          ABA#
            021000021

          SWIFT:
            CHASUS33

          Account
            of: Swiss Re Financial
            Products

          Account
            No.: 066-911184

          


          Payments
            to Party
            B:                            Citibank,
            N.A.

          ABA#021000089

          Account
            No. 3617-2242

          Acct
            Name: Structured Finance Incoming
            Wire Account

          Ref:
            CMLTI 2007-WFHE3 Cap Account A/C#
            106771

          


          This
            Agreement may be executed in several counterparts, each of which shall
            be deemed
            an original but all of which together shall constitute one and the same
            instrument.

           

           

           

          We
            are
            very pleased to have executed this Transaction with you and we look forward
            to
            completing other transactions with you in the near future.

          


          Very
            truly yours,

           

          
            	
                    SWISS
                      RE FINANCIAL PRODUCTS CORPORATION

                  	 
	 	 
	 	 
	 	 	 
	
                    By:
                      

                  	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


          

          
 

          CITIBANK,
            N.A., NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE
            ON
            BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE CITIGROUP
            MORTGAGE
            LOAN TRUST 2007-WFHE3, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
            2007-WFHE3

          


          
             

            
              	 	 	 
	
                      By:
                        

                    	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


            

            
 

          

          SCHEDULE
            I

          (All
            such
            dates subject to No Adjustment with respect to Fixed Rate Payer Period
            End Dates
            and adjustment in accordance with the Following Business Day Convention
            with
            respect to Floating Rate Payer Period End Dates)

          


          
            	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Notional
                      Amount (USD)

                  
	
                    Effective
                      Date

                  	
                    July
                      25, 2008

                  	
                    1,584,258.63

                  
	
                    July
                      25, 2008

                  	
                    August
                      25, 2008

                  	
                    1,524,347.99

                  
	
                    August
                      25, 2008

                  	
                    September
                      25, 2008

                  	
                    1,466,457.68

                  
	
                    September
                      25, 2008

                  	
                    October
                      25, 2008

                  	
                    1,410,066.91

                  
	
                    October
                      25, 2008

                  	
                    November
                      25, 2008

                  	
                    1,355,584.52

                  
	
                    November
                      25, 2008

                  	
                    December
                      25, 2008

                  	
                    1,302,189.96

                  
	
                    December
                      25, 2008

                  	
                    January
                      25, 2009

                  	
                    1,250,817.75

                  
	
                    January
                      25, 2009

                  	
                    February
                      25, 2009

                  	
                    1,200,040.40

                  
	
                    February
                      25, 2009

                  	
                    March
                      25, 2009

                  	
                    1,147,182.55

                  
	
                    March
                      25, 2009

                  	
                    April
                      25, 2009

                  	
                    1,056,985.16

                  
	
                    April
                      25, 2009

                  	
                    May
                      25, 2009

                  	
                    973,935.93

                  
	
                    May
                      25, 2009

                  	
                    June
                      25, 2009

                  	
                    899,588.10

                  
	
                    June
                      25, 2009

                  	
                    July
                      25, 2009

                  	
                    832,558.17

                  
	
                    July
                      25, 2009

                  	
                    August
                      25, 2009

                  	
                    773,589.53

                  
	
                    August
                      25, 2009

                  	
                    September
                      25, 2009

                  	
                    740,209.39

                  
	
                    September
                      25, 2009

                  	
                    October
                      25, 2009

                  	
                    709,097.14

                  
	
                    October
                      25, 2009

                  	
                    November
                      25, 2009

                  	
                    679,119.25

                  
	
                    November
                      25, 2009

                  	
                    December
                      25, 2009

                  	
                    650,263.48

                  
	
                    December
                      25, 2009

                  	
                    January
                      25, 2010

                  	
                    622,402.01

                  
	
                    January
                      25, 2010

                  	
                    February
                      25, 2010

                  	
                    595,531.69

                  
	
                    February
                      25, 2010

                  	
                    March
                      25, 2010

                  	
                    569,487.17

                  
	
                    March
                      25, 2010

                  	
                    April
                      25, 2010

                  	
                    543,707.90

                  
	
                    April
                      25, 2010

                  	
                    May
                      25, 2010

                  	
                    519,061.14

                  
	
                    May
                      25, 2010

                  	
                    June
                      25, 2010

                  	
                    495,532.31

                  
	
                    June
                      25, 2010

                  	
                    July
                      25, 2010

                  	
                    473,044.50

                  
	
                    July
                      25, 2010

                  	
                    August
                      2010

                  	
                    473,044.50

                  
	
                    August
                      2010

                  	
                    September
                      2010

                  	
                    473,044.50

                  
	
                    September
                      2010

                  	
                    October
                      2010

                  	
                    468,594.70

                  
	
                    October
                      2010

                  	
                    November
                      2010

                  	
                    451,728.74

                  
	
                    November
                      2010

                  	
                    December
                      2010

                  	
                    435,504.01

                  
	
                    December
                      2010

                  	
                    January
                      2011

                  	
                    419,894.48

                  
	
                    January
                      2011

                  	
                    February
                      2011

                  	
                    404,875.69

                  
	
                    February
                      2011

                  	
                    March
                      2011

                  	
                    390,424.19

                  
	
                    March
                      2011

                  	
                    April
                      2011

                  	
                    376,517.48

                  
	
                    April
                      2011

                  	
                    May
                      2011

                  	
                    363,134.04

                  
	
                    May
                      2011

                  	
                    June
                      2011

                  	
                    350,253.49

                  
	
                    June
                      2011

                  	
                    July
                      2011

                  	
                    337,855.64

                  
	
                    July
                      2011

                  	
                    August
                      2011

                  	
                    325,921.49

                  
	
                    August
                      2011

                  	
                    September
                      2011

                  	
                    314,432.80

                  
	
                    September
                      2011

                  	
                    October
                      2011

                  	
                    303,371.95

                  
	
                    October
                      2011

                  	
                    November
                      2011

                  	
                    292,722.11

                  
	
                    November
                      2011

                  	
                    December
                      2011

                  	
                    282,467.55

                  
	
                    December
                      2011

                  	
                    January
                      2012

                  	
                    272,592.66

                  
	
                    January
                      2012

                  	
                    February
                      2012

                  	
                    263,081.41

                  
	
                    February
                      2012

                  	
                    March
                      2012

                  	
                    253,920.34

                  
	
                    March
                      2012

                  	
                    April
                      2012

                  	
                    245,095.95

                  
	
                    April
                      2012

                  	
                    May
                      2012

                  	
                    236,595.29

                  
	
                    May
                      2012

                  	
                    June
                      2012

                  	
                    228,400.59

                  
	
                    June
                      2012

                  	
                    July
                      2012

                  	
                    220,505.69

                  
	
                    July
                      2012

                  	
                    August
                      2012

                  	
                    212,899.19

                  
	
                    August
                      2012

                  	
                    Termination
                      Date

                  	
                    205,569.98

                  


          

           

           

           

          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

           

           

           

          Annex
            B

          


          Item
            1115 Agreement

        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of June 25, 2007 between

        Swiss
          Re
          Financial Products Corporation (hereinafter referred to as “Party
          A” or “Pledgor”)

        and

        Citibank,
          N.A., not individually, but solely as supplemental interest trust trustee
          (the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
          trust with respect to the Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed
          Pass-Through Certificates, Series 2007-WFHE3 (the “Supplemental Interest
          Trust”)

         (hereinafter
          referred to as “Party B” or “Secured
          Party”).

        


         

        Paragraph
          13.  Elections and Variables.

         

        
          	
                  (a)  

                	
                  Security
                    Interest for “Obligations”.  The term
                    “Obligations” as used in this
                    Annex includes the following additional
                    obligations:

                


        

         

        With
          respect to Party A: not applicable.

         

        With
          respect to Party B: not applicable.

         

        
          	
                  (b)  

                	
                  Credit
                    Support Obligations.

                


        

         

        
          	
                  (i)  

                	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

         

        
          	
                  (A)  

                	
                  “Delivery
                    Amount” has the meaning specified in
                    Paragraph 3(a), except that:

                


        

         

        
          	
                   

                	
                  (I)

                	
                  the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” shall be deleted and replaced with the words “not later
                    than the close of business on each Valuation
                    Date”,

                


        

         

        
          	
                   

                	
                  (II)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Value as of that Valuation Date of all Posted Credit
                    Support
                    held by the Secured Party.” shall be deleted in its entirety and replaced
                    with the following:

                


        

         

        “The
          “Delivery Amount” applicable to the
          Pledgor for any Valuation Date will equal the greatest of

         

        
          	
                   

                	
                  (1)

                	
                  the
                    amount by which (a) the S&P Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party,
                    and

                


        

         

        
          	
                   

                	
                   (2)

                	
                  the
                    amount by which (a) the Moody’s Credit Support Amount for such Valuation
                    Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured
                    Party.

                


        

         

        
          	
                   

                	
                  (III)

                	
                  if,
                    on any Valuation Date, the Delivery Amount equals or exceeds
                    the Pledgor’s
                    Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                    Party
                    sufficient Eligible Credit Support to ensure that, immediately
                    following
                    such transfer, the Delivery Amount shall be
                    zero.

                


        

         

        
          	
                  (B)  

                	
                  “Return
                    Amount” has the meaning specified in Paragraph 3(b), except
                    that:

                


        

         

        
          	
                   

                	
                  (I)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                    replaced with the following:

                


        

         

        “The
          “Return Amount” applicable to the Secured Party for
          any Valuation Date will equal the least of

         

        
          	
                   

                	
                  (1)

                	
                  the
                    amount by which (a) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    Moody’s
                    Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	
                   

                	
                   (II)

                	
                  in
                    no event shall the Secured Party be required to Transfer any
                    Posted Credit
                    Support under Paragraph 3(b) if, immediately following such transfer,
                    the
                    Delivery Amount would be greater than
                    zero.

                


        

         

        
          	
                  (C)  

                	
                  “Credit
                    Support Amount” shall not apply.  For purposes of
                    calculating any Delivery Amount or Return Amount for any Valuation
                    Date,
                    reference shall be made to the S&P Credit Support Amount or the
                    Moody’s Credit Support Amount, in each case for such Valuation Date,
                    as
                    provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        
          	
                  (ii)  

                	
                  Eligible
                    Collateral.

                


        

         

        On
          any
          date, the items set forth on the schedule of Eligible Collateral attached
          as
          Schedule A hereto will qualify as “Eligible
          Collateral” (for the avoidance of doubt, all Eligible Collateral
          to be denominated in USD).

         

        
          	
                  (iii)  

                	
                  Other
                    Eligible Support.

                


        

         

        The
          following items will qualify as “Other Eligible
          Support” for the party specified:

         

        Not
          applicable.

         

        
          	
                  (iv)  

                	
                  Threshold.

                


        

         

        
          	
                  (A)  

                	
                  “Independent
                    Amount” means zero with respect to Party A and Party
                    B.

                


        

         

        
          	
                  (B)  

                	
                   “Moody’s
                    Threshold” means, with respect to Party A and any Valuation
                    Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                    continuing and such Moody’s First Trigger Downgrade Event has been
                    continuing (i) for at least 30 Local Business Days or (ii) since
                    this
                    Annex was executed, zero; otherwise,
                    infinity.

                


        

         

        “S&P
          Threshold” means, with respect to Party A and any Valuation Date,
          if  an S&P Approved Ratings Downgrade Event has occurred and is
          continuing and such S&P Approved Ratings Downgrade Event has been continuing
          (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
          zero; otherwise, infinity.

         

        
          	 	
                  “Threshold”
                    means, with respect to Party B and any Valuation Date,
                    infinity.

                


        

         

        
          	
                  (C)  

                	
                  “Minimum
                    Transfer Amount” means USD 100,000 with respect to Party A
                    and Party B; provided, however, that if the aggregate Certificate
                    Principal Balance of any Certificates and the aggregate principal
                    balance
                    of any Notes rated by S&P is at the time of any transfer less than USD
                    50,000,000, the “Minimum Transfer Amount” shall
                    be USD 50,000.

                


        

         

        
          	
                  (D)  

                	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 10,000.

                


        

         

        
          	
                  (c)  

                	
                  Valuation
                    and Timing.

                


        

         

        
          	
                  (i)  

                	
                  “Valuation
                    Agent” means Party A; provided, however, that if an Event
                    of
                    Default shall have occurred with respect to which Party A is
                    the
                    Defaulting Party, Party B shall have the right to designate as
                    Valuation
                    Agent an independent party, reasonably acceptable to Party A,
                    the cost for
                    which shall be borne by Party A.  All calculations by the
                    Valuation Agent must be made in accordance with standard market
                    practice,
                    including, in the event of a dispute as to the Value of any Eligible
                    Credit Support or Posted Credit Support, by making reference
                    to quotations
                    received by the Valuation Agent from one or more Pricing
                    Sources.

                


        

         

        
          	
                  (ii)  

                	
                  “Valuation
                    Date” means the first Local Business Day in each week]
                    on
                    which any of the S&P Threshold or the Moody’s Threshold
                    is  zero.

                


        

         

        
          	
                  (iii)  

                	
                  “Valuation
                    Time” means the close of business in the city of the
                    Valuation Agent on the Local Business Day immediately preceding
                    the
                    Valuation Date or date of calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date.  The Valuation
                    Agent will notify each party (or the other party, if the Valuation
                    Agent
                    is a party) of its calculations not later than the Notification
                    Time on
                    the applicable Valuation Date (or in the case of Paragraph 6(d),
                    the Local
                    Business Day following the day on which such relevant calculations
                    are
                    performed).”

                


        

         

        
          	
                  (iv)  

                	
                  “Notification
                    Time” means 11:00 a.m., New York time, on a Local Business
                    Day.

                


        

         

        
          	
                  (d)  

                	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.  The following Termination Events will
                    be a “Specified Condition” for the party
                    specified (that party being the Affected Party if the Termination
                    Event
                    occurs with respect to that party):  With respect to Party A:
                    any Additional Termination Event with respect to which Party
                    A is the sole
                    Affected Party.  With respect to Party B:
                    None.

                


        

         

        
          	
                  (e)  

                	
                  Substitution.

                


        

         

        
          	
                  (i)  

                	
                  “Substitution
                    Date” has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	
                  (ii)  

                	
                  Consent.  If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph
                    4(d):  Inapplicable.

                


        

         

        
          	
                  (f)  

                	
                  Dispute
                    Resolution.

                


        

         

        
          	
                  (i)  

                	
                  “Resolution
                    Time” means 1:00 p.m. New York time on the Local Business
                    Day following the date on which the notice of the dispute is
                    given under
                    Paragraph 5.

                


        

         

        
          	
                  (ii)  

                	
                  Value.  Notwithstanding
                    anything to the contrary in Paragraph 12, for the purpose of
                    Paragraphs
                    5(i)(C) and 5(ii), the S&P Value and, Moody’s Value, on any date, of
                    Eligible Collateral will be calculated as
                    follows:

                


        

         

        For
          Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the
          sum of
          (A) the product of (1)(x) the bid price at the Valuation Time for such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the bid price for such securities quoted at the Valuation
          Time by any principal market maker for such securities selected by the
          Valuation
          Agent, or (z) if no such bid price is listed or quoted for such date, the
          bid
          price listed or quoted (as the case may be) at the Valuation Time for the
          day
          next preceding such date on which such prices were available and (2) the
          applicable Valuation Percentage for such Eligible Collateral, and (B) the
          accrued interest on such securities (except to the extent Transferred to
          the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in the immediately preceding clause (A)) as of such
          date.

         

        For
          Cash,
          the amount thereof multiplied, in the case of the S&P Value, by the
          applicable S&P Valuation Percentage.

         

        
          	
                  (iii)  

                	
                  Alternative.  The
                    provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	
                  (g)  

                	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	
                  (i)  

                	
                  Eligibility
                    to Hold Posted Collateral; Custodians.  Party
                    B (or any
                    Custodian) will be entitled to hold Posted Collateral pursuant
                    to
                    Paragraph 6(b).

                


        

         

        Party
          B
          may appoint as Custodian (A) the entity then serving as Supplemental Interest
          Trust Trustee or (B) any entity other than the entity then serving as
          Supplemental Interest Trust Trustee if such other entity (or, to the extent
          applicable, its parent company or credit support provider) shall then have
          credit ratings from S&P at least equal to the Custodian Required Rating
          Threshold.  If at any time the Custodian does not have credit ratings
          from S&P at least equal to the Custodian Required Rating Threshold, the
          Supplemental Interest Trust Trustee must within 60 days obtain a replacement
          Custodian with credit ratings from S&P at least equal to the Custodian
          Required Rating Threshold.

         

        Initially,
          the Custodian for Party B is: the Supplemental Interest Trust
          Trustee.

         

        
          	
                  (ii)  

                	
                  Use
                    of Posted Collateral.  The provisions of Paragraph
                    6(c) will not apply to Party B or its Custodian; provided, however,
                    that
                    if Party A delivers Posted Collateral in book-entry form, then
                    Paragraph
                    6(c)(ii) will apply to Party B and its Custodian, and Party B
                    and its
                    Custodian shall have the rights specified in Paragraph
                    6(c)(ii).

                


        

         

        
          	
                  (h)  

                	
                  Distributions
                    and Interest Amount.

                


        

         

        
          	
                  (i)  

                	
                  Interest
                    Rate.  The “Interest
                    Rate” will be the actual interest rate earned on Posted
                    Collateral in the form of Cash that is held by Party B or its
                    Custodian.  Posted Collateral in the form of Cash shall be
                    invested in such overnight (or redeemable within two Local Business
                    Days
                    of demand) Permitted Investments (as defined, for the purposes
                    of this
                    Paragraph 13(h)(i), in the Pooling and Servicing Agreement) rated
                    at least
                    (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by
                    Moody’s, as directed by Party A (unless (x) an Event of Default or
                    an
                    Additional Termination Event has occurred with respect to which
                    Party A is
                    the defaulting or sole Affected Party or (y) an Early Termination
                    Date has
                    been designated, in which case such Posted Collateral shall be
                    held
                    uninvested).  Gains and losses incurred in respect of any
                    investment of Posted Collateral in the form of Cash in Permitted
                    Investments as directed by Party A shall be for the account of
                    Party
                    A.

                


        

         

        
          	
                  (ii)  

                	
                  Transfer
                    of Interest Amount. The Transfer of the Interest Amount will
                    be made on the second Local Business Day following the end of
                    each
                    calendar month and on any other Local Business Day on which Posted
                    Collateral in the form of Cash is Transferred to the Pledgor
                    pursuant to
                    Paragraph 3(b); provided, however, that the obligation of Party
                    B to
                    Transfer any Interest Amount to Party A shall be limited to the
                    extent
                    that Party B has earned and received such funds and such funds
                    are
                    available to Party B.  The last sentence of Paragraph 6(d)(ii)
                    is hereby amended by adding the words “actually received by Party B but”
                    after the words “Interest Amount or portion
                    thereof”.

                


        

         

        
          	
                  (iii)  

                	
                  Alternative
                    to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
                    amended herein) will apply.

                


        

         

        
          	
                  (iv)  

                	
                  Distributions.  Paragraph
                    6(d)(i) shall be deleted in its entirety and replaced with the
                    following:

                


        

         

        “Distributions.  Subject
          to Paragraph 4(a), if Party B receives Distributions on a Local Business
          Day, it
          will Transfer to Party A not later than the following Local Business Day
          any
          Distributions it receives to the extent that a Delivery Amount would not
          be
          created or increased by that Transfer, as calculated by the Valuation Agent
          (and
          the date of calculation will be deemed to be a Valuation Date for this
          purpose).”

         

        
          	
                  (i)  

                	
                  Additional
                    Representation(s).  There are no additional
                    representations by either party.

                


        

         

        
          	
                  (j)  

                	
                  Other
                    Eligible Support and Other Posted
                    Support.

                


        

         

        
          	
                  (i)  

                	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	
                  (ii)  

                	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	
                  (k)  

                	
                  Demands
                    and Notices.All demands, specifications and notices under
                    this Annex will be made pursuant to the Notices Section of this
                    Agreement,
                    except that any demand, specification or notice shall be given
                    to or made
                    at the following addresses, or at such other address as the relevant
                    party
                    may from time to time designate by giving notice (in accordance
                    with the
                    terms of this paragraph) to the other
                    party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B or Party B’s Custodian, at the address specified pursuant to the Notices
          Section of this Agreement.

         

        
          	
                  (l)  

                	
                  Address
                    for Transfers.  Each Transfer hereunder shall be
                    made to the address specified below or to an address specified
                    in writing
                    from time to time by the party to which such Transfer will be
                    made.

                


        

         

        Party
          A
          account details for holding collateral

         

        
          	 	
                  SWIFT:

                	
                  CHASUS33

                
	 	
                  Account
                    of:

                	
                  Swiss
                    Re Financial Products

                
	 	
                  Account
                    No.:

                	
                  066
                    911184

                
	 	
                  ABA#:

                	
                  021000021

                


        

        Party
          B
          account details for holding collateral

         

        Citibank,
          N.A.

        ABA#021000089

        Account
          No. 3617-2242

        Acct
          Name: Structured Finance
          Incoming Wire Account

        Ref:
          CMLTI 2007-WFHE3 Swap
          Collateral Account A/C# 106772

         

        
          	
                  (m)  

                	
                  Other
                    Provisions.

                


        

         

        
          	
                  (i)  

                	
                  Collateral
                    Account.  Party B shall open and maintain a
                    segregated account, and hold, record and identify all Posted
                    Collateral in
                    such segregated account.

                


        

         

        
          	
                  (ii)  

                	
                  Agreement
                    as to Single Secured Party and Single Pledgor. Party A and
                    Party B hereby agree that, notwithstanding anything to the contrary
                    in
                    this Annex, (a) the term “Secured Party” as used in this Annex means only
                    Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                    (c) only Party A makes the pledge and grant in Paragraph 2, the
                    acknowledgement in the final sentence of Paragraph 8(a) and the
                    representations in Paragraph 9.

                


        

         

        
          	
                  (iii)  

                	
                  Calculation
                    of Value.  Paragraph 4(c) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value and a Moody’s Value” and (B) deleting the words “the Value” and
                    inserting in lieu thereof “S&P Value and Moody’s
                    Value”.  Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value or
                    Moody’s Value”.  Paragraph 5(i) (flush language) is hereby
                    amended by deleting the word “Value” and inserting in lieu thereof
                    “S&P Value and Moody’s Value”.  Paragraph 5(i)(C) is hereby
                    amended by deleting the word “the Value, if” and inserting in lieu thereof
                    “any one or more of the S&P Value or Moody’s Value, as may
                    be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                    first instance of the words “the Value” and inserting in lieu thereof “any
                    one or more of the S&P Value or Moody’s Value” and (2) deleting the
                    second instance of the words “the Value” and inserting in lieu thereof
                    “such disputed S&P Value or Moody’s Value”.  Each of
                    Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
                    deleting
                    the word “Value” and inserting in lieu thereof “least of the S&P Value
                    and Moody’s Value”.

                


        

         

        
          	
                  (iv)  

                	
                  Form
                    of Annex. Party A and Party B hereby
                    agree that the text of Paragraphs 1 through 12, inclusive, of
                    this Annex
                    is intended to be the printed form of ISDA Credit Support Annex
                    (Bilateral
                    Form - ISDA Agreements Subject to New York Law Only version)
                    as published
                    and copyrighted in 1994 by the International Swaps and Derivatives
                    Association, Inc.

                


        

         

        
          	
                  (v)  

                	
                  Events
                    of Default.  Paragraph 7 will not apply to cause
                    any Event of Default to exist with respect to Party B except
                    that
                    Paragraph 7(i) will apply to Party B solely in respect of Party
                    B’s
                    obligations under Paragraph 3(b) of the Credit Support
                    Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if a Moody’s Second Trigger Downgrade Event
                    has occurred and is continuing and at least 30 Local Business
                    Days have
                    elapsed since such Moody’s Second Trigger Downgrade Event first
                    occurred.

                


        

         

        
          	
                  (vi)  

                	
                  Expenses.  Notwithstanding
                    anything to the contrary in Paragraph 10, the Pledgor will be
                    responsible
                    for, and will reimburse the Secured Party for, all transfer and
                    other
                    taxes and other costs involved in maintenance and any Transfer
                    of Eligible
                    Collateral.

                


        

         

        
          	
                  (vii)  

                	
                  Withholding.  Paragraph
                    6(d)(ii) is hereby amended by inserting immediately after “the Interest
                    Amount” in the fourth line thereof  the words “less any
                    applicable withholding taxes.”

                


        

         

         (viii)    Additional
          Definitions.  As used in this Annex:

         

        “Custodian
          Required Rating Threshold” means, with respect to an entity, a
          short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
          if such entity does not have a short-term unsecured and unsubordinated
          debt
          rating from S&P, a long-term unsecured and unsubordinated debt rating or
          counterparty rating from S&P of “A+”.

         

        “DV01”
          means, with respect to a Transaction and any date of determination, the
          estimated change in the Secured Party’s Transaction Exposure with respect to
          such Transaction that would result from a one basis point change in the
          relevant
          swap curve on such date, as determined by the Valuation Agent in good faith
          and
          in a commercially reasonable manner in accordance with the relevant methodology
          customarily used by the Valuation Agent.  The Valuation Agent shall,
          upon request of Party B, provide to Party B a statement showing in reasonable
          detail such calculation.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that (1) after the word
          “Agreement” the words “(assuming, for this purpose only, that Part
          1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
          of the definition of Exposure, the words “with terms that are, in all material
          respects, no less beneficial for Party B than those of this Agreement” shall be
          added.

         

        “Local
          Business Day” means, for purposes of this Annex: any day on which
          (A) commercial banks are open for business (including dealings in foreign
          exchange and foreign currency deposits) in New York and the location of
          Party A,
          Party B and any Custodian, and (B) in relation to a Transfer of Eligible
          Collateral, any day on which the clearance system agreed between the parties
          for
          the delivery of Eligible Collateral is open for acceptance and execution
          of
          settlement instructions (or in the case of a Transfer of Cash or other
          Eligible
          Collateral for which delivery is contemplated by other means a day on which
          commercial banks are open for business (including dealings in foreign exchange
          and foreign deposits) in New York and the location of Party A, Party B
          and any
          Custodian.

         

        “Moody’s
          Credit Support Amount” means, for any Valuation Date:

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, an amount
                    equal to the greater of (x) zero and (y) the sum of the Secured
                    Party’s
                    Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                    all Transactions and such Valuation
                    Date;

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and a Moody’s Second
                    Trigger Downgrade Event has occurred and is continuing and at
                    least 30
                    Local Business Days have elapsed since such Moody’s Second Trigger
                    Downgrade Event first occurred, an amount equal to the greatest
                    of (x)
                    zero, (y) the aggregate amount of the Next Payments for all Next
                    Payment
                    Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                    of Moody’s Second Trigger Additional Amounts for all Transactions and
                    such
                    Valuation Date; or

                


        

         

        
          	
                   

                	
                  (C)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “Moody’s
          First Trigger Additional Amount” means, for
          any Valuation Date and any Transaction,

         

        the
          least
          of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01 for
          such Transaction and such Valuation Date, (y) the product of (i) Moody’s First
          Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for
          such
          Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and
          (iii) the Notional Amount for such Transaction for the Calculation Period
          for
          such Transaction (each as defined in the related Confirmation) which includes
          such Valuation Date, and (z) the product of (i) the applicable Moody’s First
          Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for
          such
          Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and
          (iii) the Notional Amount for such Transaction for the Calculation Period
          for
          such Transaction (each as defined in the related Confirmation) which includes
          such Valuation Date

         

        “Moody’s
          First Trigger Downgrade Event” means that no Relevant Entity has
          credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
          Threshold.

         

        “Moody’s
          First Trigger DV01 Multiplier” means 25.

         

        “Moody’s
          First Trigger Notional Amount Multiplier” means 4%.

         

         “Moody’s
          Second Trigger Additional Amount” means, for any Valuation Date
          and any Transaction,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    such Transaction is not a Transaction-Specific Hedge, the lesser
                    of (i)
                    the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                    such Transaction and such Valuation Date and (ii) the product
                    of (1) the
                    Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                    if any, for such Transaction, or, if no Scale Factor is applicable
                    for
                    such Transaction, one, and (3) the Notional Amount for such Transaction
                    for the Calculation Period of such Transaction (each as defined
                    in the
                    related Confirmation) which includes such Valuation Date;
                    or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    such Transaction is a Transaction-Specific Hedge, the lesser
                    of (i) the
                    product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                    Multiplier and DV01 for such Transaction and such Valuation Date
                    and (ii)
                    the Scale Factor, if any, for such Transaction, or, if no Scale
                    Factor is
                    applicable for such Transaction, one, and (iii) the product of
                    the Moody’s
                    Second Trigger Transaction-Specific Hedge Notional Amount Multiplier
                    and
                    the Notional Amount for such Transaction for the Calculation
                    Period for
                    such Transaction (each as defined in the related Confirmation)
                    which
                    includes such Valuation Date.

                


        

         

        “Moody’s
          Second Trigger DV01 Multiplier” means 60.

         

        “Moody’s
          Second Trigger Notional Amount Multiplier” means 9%.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier” means 11%.

         

        “Moody’s
          Valuation Percentage” means, with respect to a Valuation Date and
          each item of Eligible Collateral,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, the
                    corresponding percentage for such Eligible Collateral in the
                    column headed
                    “Moody’s First Trigger Valuation Percentage”,
                    or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, the corresponding percentage
                    for
                    such Eligible Collateral in the column headed “Moody’s Second Trigger
                    Valuation Percentage”.

                


        

         

        “Moody’s
          Value”means, on any Valuation Date with respect to any Eligible
          Collateral the product of (x) the bid price obtained by the Valuation Agent
          and
          (y) the applicable Moody’s Valuation Percentage set forth in Paragraph
          13(b)(ii).

         

        “Next
          Payment” means, in respect of each Next Payment Date, the greater
          of (i) the aggregate amount of any payments due to be made by Party A under
          Section 2(a) on such Next Payment Date less the aggregate amount of any
          payments
          due to be made by Party B under Section 2(a) on such Next Payment Date
          (any such
          payments determined based on rates prevailing the date of determination)
          and
          (ii) zero.

         

        “Next
          Payment Date” means each date on which the next scheduled payment
          under any Transaction is due to be paid.

         

        “Pricing
          Sources” means the sources of financial information commonly known
          as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
          Data
          Services, International Securities Market Association, Merrill Lynch Securities
          Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
          JJ
          Kenny, S&P and Telerate.

         

        “Remaining
          Weighted Average Maturity” means, with respect to a
          Transaction, the expected weighted average maturity for such Transaction
          as
          determined by the Valuation Agent.

         

        “S&P
          Approved Ratings Downgrade Event” means that no Relevant Entity
          has credit ratings from S&P at least equal to the S&P Approved Ratings
          Threshold.

         

        “S&P
          Credit Support Amount” means, for any Valuation Date:

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, an amount
                    equal to
                    the Secured Party’s Exposure;

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is the case
                    that an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, an amount equal
                    to 125% of
                    the Secured Party’s Exposure; or

                


        

         

        
          	
                   

                	
                  (C)

                	
                  if
                    the S&P Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “S&P
          Valuation Percentage” means, with respect to a Valuation Date and
          each item of Eligible Collateral,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that a S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Approved Ratings Valuation Percentage”
or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Required Ratings Valuation
                    Percentage”.

                


        

         

        “S&P
          Value” means, on any Valuation Date with respect to any Eligible
          Collateral, (A) in the case of Eligible Collateral other than Cash, the
          product
          of (x) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
          Collateral set forth in paragraph 13(b)(ii) and (B) in the case of Cash,
          the
          amount thereof  multiplied by the applicable S&P Valuation
          Percentage.

         

        “Transaction
          Exposure” means, for any Transaction, Exposure determined as if
          such Transaction were the only Transaction between the Secured Party and
          the
          Pledgor.

         

        “Transaction-Specific
          Hedge” means any Transaction that is (i) an interest rate swap in
          respect of which (x) the notional amount of the interest rate swap is “balance
          guaranteed” or (y) the notional amount of the interest rate swap for any
          Calculation Period (as defined in the related Confirmation) otherwise is
          not a
          specific dollar amount that is fixed at the inception of the Transaction,
          (ii)
          an interest rate cap, (iii) an interest rate floor or (iv) an interest
          rate
          swaption.

         

        “Valuation
          Percentage” shall mean, for purposes of determining the S&P
          Value or Moody’s Value with respect to  any Eligible Collateral or
          Posted Collateral, the applicable S&P Valuation Percentage or Moody’s
          Valuation Percentage for such Eligible Collateral or Posted Collateral,
          respectively, in each case as set forth in Paragraph 13(b)(ii).

         

        “Value”
          shall mean, in respect of any date, the related S&P Value and the related
          Moody’s Value.

         

        


         

        [Remainder
          of this page intentionally left blank]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Table
          1

         

        Moody’s
          First Trigger Factor

         

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.25%

                
	
                  More
                    than 1 but not more than 2

                	
                  0.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  0.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  1.00%

                
	
                  More
                    than 4 but not more than 5

                	
                  1.20%

                
	
                  More
                    than 5 but not more than 6

                	
                  1.40%

                
	
                  More
                    than 6 but not more than 7

                	
                  1.60%

                
	
                  More
                    than 7 but not more than 8

                	
                  1.80%

                
	
                  More
                    than 8 but not more than 9

                	
                  2.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  2.20%

                
	
                  More
                    than 10 but not more than 11

                	
                  2.30%

                
	
                  More
                    than 11 but not more than 12

                	
                  2.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  2.70%

                
	
                  More
                    than 13 but not more than 14

                	
                  2.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  3.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  3.20%

                
	
                  More
                    than 16 but not more than 17

                	
                  3.30%

                
	
                  More
                    than 17 but not more than 18

                	
                  3.50%

                
	
                  More
                    than 18 but not more than 19

                	
                  3.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  3.70%

                
	
                  More
                    than 20 but not more than 21

                	
                  3.90%

                
	
                  More
                    than 21 but not more than 22

                	
                  4.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  4.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  4.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  4.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  4.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  4.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  4.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  4.00%

                
	
                  More
                    than 29

                	
                  4.00%]

                


        

        


         

        Table
          2

         

        Moody’s
          Second Trigger Factor for Interest Rate Swaps with Fixed Notional
          Amounts

         

        


         

        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.60%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.20%

                
	
                  More
                    than 2 but not more than 3

                	
                  1.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.30%

                
	
                  More
                    than 4 but not more than 5

                	
                  2.80%

                
	
                  More
                    than 5 but not more than 6

                	
                  3.30%

                
	
                  More
                    than 6 but not more than 7

                	
                  3.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  4.30%

                
	
                  More
                    than 8 but not more than 9

                	
                  4.80%

                
	
                  More
                    than 9 but not more than 10

                	
                  5.30%

                
	
                  More
                    than 10 but not more than 11

                	
                  5.60%

                
	
                  More
                    than 11 but not more than 12

                	
                  6.00%

                
	
                  More
                    than 12 but not more than 13

                	
                  6.40%

                
	
                  More
                    than 13 but not more than 14

                	
                  6.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  7.20%

                
	
                  More
                    than 15 but not more than 16

                	
                  7.60%

                
	
                  More
                    than 16 but not more than 17

                	
                  7.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  8.30%

                
	
                  More
                    than 18 but not more than 19

                	
                  8.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  9.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  9.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  9.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  9.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  9.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  9.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  9.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  9.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  9.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  9.00%

                
	
                  More
                    than 29

                	
                  9.00%]

                


        

        


         

        


         

        Table
          3

         

        Moody’s
          Second Trigger Factor for Transaction-Specific Hedges

         

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.75%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  2.20%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.90%

                
	
                  More
                    than 4 but not more than 5

                	
                  3.60%

                
	
                  More
                    than 5 but not more than 6

                	
                  4.20%

                
	
                  More
                    than 6 but not more than 7

                	
                  4.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  5.40%

                
	
                  More
                    than 8 but not more than 9

                	
                  6.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  6.60%

                
	
                  More
                    than 10 but not more than 11

                	
                  7.00%

                
	
                  More
                    than 11 but not more than 12

                	
                  7.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  8.00%

                
	
                  More
                    than 13 but not more than 14

                	
                  8.50%

                
	
                  More
                    than 14 but not more than 15

                	
                  9.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  9.50%

                
	
                  More
                    than 16 but not more than 17

                	
                  9.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  10.40%

                
	
                  More
                    than 18 but not more than 19

                	
                  10.80%

                
	
                  More
                    than 19 but not more than 20

                	
                  11.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  11.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  11.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  11.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  11.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  11.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  11.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  11.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  11.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  11.00%

                
	
                  More
                    than 29

                	
                  11.00%]

                


        

        


         

        Schedule
          A to Paragraph 13(b)(ii)

         

        Eligible
          Collateral and Valuation Percentages

         

        
          	
                  ISDA
                    Collateral Asset Definition (ICAD) Code

                	
                  Remaining
                    Maturity in Years

                	
                  S&P
                    Approved Ratings

                  Valuation

                  Percentage

                	
                  S&P
                    Required Ratings

                  Valuation

                  Percentage

                	
                  Moody’s

                  First
                    Trigger Valuation Percentage

                	
                  Moody’s

                  Second
                    Trigger

                  Valuation

                  Percentage

                	
                  Fitch/

                  DBRS

                  Valuation

                  Percentage

                
	
                  (A)  US-CASH

                	
                  N/A

                	
                  100%

                	
                  80%

                	
                  100%

                	
                  100%

                	
                  100%

                
	
                   

                  (B)  US-TBILL

                  US-TNOTE

                  US-TBOND

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  100%

                	
                  98.6%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  99%

                	
                  97.3%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  98%

                	
                  95.8%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  97%

                	
                  93.8%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  95%

                	
                  91.4%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                	
                  90.3%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  87.9%

                	
                  70.32%

                	
                  100%

                	
                  89%

                	
                  86.9%

                
	 	
                  More
                    than 20

                	
                  84.6%

                	
                  67.6%

                	
                  100%

                	
                  87%

                	
                  84.6%

                
	
                   

                  (C)  US-GNMA

                  US-FNMA

                  US-FHLMC

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  99%

                	
                  98.0%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  98%

                	
                  96.8%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  97%

                	
                  96.3%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  96%

                	
                  92.5%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                	
                  90.3%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                	
                  86.9%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  82.6%

                	
                  66.0%

                	
                  100%

                	
                  88%

                	
                  81.6%

                
	 	
                  More
                    than 20

                	
                  77.9%

                	
                  62.3%

                	
                  100%

                	
                  86%

                	
                  77.9%

                
	
                  Other
                    items not listed above

                  (1)

                	 	
                  0%

                	 	
                  0%

                	
                  0%

                	
                  0%

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        


         

        
          	
                  SWISS
                    RE FINANCIAL PRODUCTS CORPORATION

                	 	
                  CITIBANK,
                    N.A., NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST
                    TRUSTEE
                    ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO
                    THE CITIGROUP
                    MORTGAGE LOAN TRUST 2007-WFHE3, ASSET-BACKED PASS-THROUGH CERTIFICATES,
                    SERIES 2007-WFHE3

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	 	 	
                  By:

                	 
	
                  Name:

                	 	 	
                  Name:

                	 
	
                  Title:

                	 	 	
                  Title:

                	 
	
                  Date:

                	 	 	
                  Date:

                	 


        

        


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      As
        filed
        on June 27, 2007.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        2

       

      PREPAYMENT
        CHARGE SCHEDULE

       

      AVAILABLE
        UPON REQUEST